Microsoft Word - 2006-05 MM FTC UFOC FINAL.doc

April 2006 1

Molly Maid, Inc. a Michigan corporation

Information for Prospective Franchisees

Required by the Federal Trade Commission

* * * * * * * * * * * * * *

To protect you, we've required your franchisor to give you this information. We

haven't checked it, and don't know if it's correct. It should help you make up your mind.

Study it carefully. While it includes some information about your contract, don't rely on it

alone to understand your contract. Read all of your contract carefully. Buying a franchise

is a complicated investment. Take your time to decide. If possible, show your contract and

this information to an advisor, like a lawyer or accountant. If you find anything you think

may be wrong or anything important that's been left out, you should let us know about it.

It may be against the law.

There may also be laws on franchising in your State. Ask your State agencies about

them.

FEDERAL TRADE COMMISSION

Washington, D.C. 20580

Effective date of offering circular: April 3, 2006

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Molly Maid, Inc., a Michigan corporation

3948 Ranchero Drive

Ann Arbor, MI 48108

(734) 822-6800

www.mollymaid.com

FRANCHISE OFFERING CIRCULAR FOR PROSPECTIVE FRANCHISEES

The franchisee will provide residential cleaning services.

The initial franchisee fee is $9,900.00 plus a Territory Fee of $1 for each Target Household in the

Territory. The Initial Package Fee is $8,500. Additional expenses for the first three months range

from $22,725-$48,000. The estimated initial investment required ranges from $61,125-$106,400.

Risk Factors:

THE FRANCHISE AGREEMENT REQUIRES THAT ALL DISAGREEMENTS BE

SETTLED BY ARBITRATION IN MICHIGAN. OUT OF STATE ARBITRATION MAY

FORCE YOU TO ACCEPT A LESS FAVORABLE SETTLEMENT. IT MAY ALSO

COST YOU MORE TO ARBITRATE WITH US IN MICHIGAN THAN IN YOUR

HOME STATE.

THE FRANCHISE AGREEMENT STATES THAT MICHIGAN LAW GOVERNS THE

AGREEMENT AND THIS LAW MAY NOT PROVIDE THE SAME PROTECTION

AND BENEFITS AS LOCAL LAW. YOU MAY WANT TO COMPARE THESE LAWS.

THERE MAY BE OTHER RISKS CONCERNING THIS FRANCHISE.

Information about comparisons of franchisors is available. Call the state administrators listed in

Exhibit E or at your public library for sources of information.

Registration of this franchise with the state does not mean that the state recommends it or has

verified the information in this offering circular. If you learn that anything in this offering circular is

untrue, and the appropriate State authority listed in Exhibit E.

Effective Date: April 3, 2006

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THE STATE OF MICHIGAN PROHIBITS CERTAIN UNFAIR PROVISIONS THAT ARE

SOMETIMES IN FRANCHISE DOCUMENTS. IF ANY OF THE FOLLOWING

PROVISIONS ARE IN THESE FRANCHISE DOCUMENTS, THE PROVISIONS ARE VOID

AND CANNOT BE ENFORCED AGAINST YOU.

Each of the following provisions is void and unenforceable if contained in any documents

relating to a franchise:

1. A prohibition on the right to join an association of franchisees.

2. A requirement that a franchise assent to a release, assignment, novation, waiver, or

estoppel which deprives a franchisee of rights and protections provided in this act. This

shall not preclude a franchisee, after entering into a franchise agreement, from settling

any and all claims.

3. A provision that permits a franchisor to terminate a franchise prior to the expiration of its

term except for good cause. Good cause shall include the failure of the franchisee to

comply with any lawful provision of the franchise agreement and to cure such failure

after being given written notice thereof and a reasonable opportunity, which in no event

need be more than 30 days, to cure such failure.

4. A provision that permits a franchisor to refuse to renew a franchise without fairly

compensating the franchisee by repurchase or other means for the fair market value at the

time of expiration of the franchisee’s inventory, supplies, equipment, fixtures, and

furnishings. Personalized materials which have no value to the franchisor and inventory,

supplies, equipment, fixtures, and furnishings not reasonably required in the conduct of

the franchise business are not subject to compensation. This subsection applies only if: (i)

the term of the franchise is less than 5 years old and (ii) the franchisee is prohibited by

the franchise or other agreement from continuing to conduct substantially the same

business under another trademark, service mark, trade name, logotype, advertising, or

other commercial symbol in the same area subsequent to the expiration of the franchise

or the franchisee does not receive at least 6 months advance notice of the franchisor’s

intent to renew the franchise.

5. A provision that permits the franchisor to refuse to renew a franchise on terms generally

available to other franchisees of the same class or type under similar circumstances. This

section does not require a renewal provision.

6. A provision requiring that arbitration or litigation be conducted outside this state. This

shall not preclude the franchisee from entering into an agreement, at the time of

arbitration, to conduct arbitration at a location outside this state.

7. A provision which permits a franchisor to refuse to permit a transfer of ownership of a

franchise, except for good cause. This subdivision does not prevent a franchisor from

exercising a right of first refusal to purchase the franchise. Good cause shall include, but

is not limited to:

a) The failure of the proposed transferee to meet the franchisor’s then current

reasonable qualifications or standards.

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b) The fact that the proposed transferee is a competitor of the franchisor or

subfranchisor.

c) The unwillingness of the proposed transferee to agree in writing to comply with

all lawful obligations.

d) The failure of the franchisee or proposed transferee to pay any sums owing to the

franchisor or to cure any default in the franchise agreement existing at the time of

the proposed transfer.

8. A provision that requires the franchisee to resell to the franchisor items that are not

uniquely identified with the franchisor. This subdivision does not prohibit a provision

that grants to a franchisor a right of first refusal to purchase the assets of a franchise on

the same terms and conditions as a bona fide third party willing and able to purchase

those assets, nor does this subdivision prohibit a provision that grants the franchisor the

right to acquire the assets of a franchise for the market or appraised value of such assets

if the franchisee has breached the lawful provisions of the franchise agreement and has

failed to cure the breach in the manner provided in the subdivision (c)

9. A provision which permits the franchisor to directly or indirectly convey, assign, or

otherwise transfer its obligations to fulfill contractual obligations to the franchisee unless

provision has been made for providing the required contractual services.

If the franchisor’s most recent financial statements are unaudited, and show a net worth of less

than $100,000.00, the franchisee may request the franchisor to arrange for the escrow of initial

investment and other funds paid by the franchisee until the obligations, if any, of the franchisor

to provide real estate, improvements, equipment, inventory, training or other items included in

the franchise offering are fulfilled. At the option of the franchisor, a surety bond may be

provided in place of escrow.

THE FACT THAT THERE IS A NOTICE OF THIS OFFERING ON FILE WITH THE

ATTORNEY GENERAL DOES NOT CONSTITUTE APPROVAL, RECOMMENDATION,

OR ENFORCEMENT BY THE ATTORNEY GENERAL.

Any questions regarding this notice should be directed to:

State of Michigan

Consumer Protection Division

Attn: Franchise

670 Law Building

Lansing, Michigan 48913

Telephone Number: 517-373-7117

Michigan Effective Date: April 3, 2006

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MOLLY MAID, INC.

TABLE OF CONTENTS

ITEM 1. THE FRANCHISOR AND PREDECESSORS.......................................................................................11

ITEM 2. IDENTITY AND BUSINESS EXPERIENCE OF PERSONS AFFILIATED WITH US...................13

ITEM 3. LITIGATION.............................................................................................................................................15

ITEM 4. BANKRUPTCY. ........................................................................................................................................15

ITEM 5. INITIAL FRANCHISE FEES. .................................................................................................................15

ITEM 6. OTHER FEES............................................................................................................................................18

ITEM 7. INITIAL INVESTMENT..........................................................................................................................22

ITEM 8. RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES.................................................25

ITEM 9. FRANCHISE OWNER OBLIGATIONS................................................................................................28

ITEM 10. FINANCING. ...........................................................................................................................................29

ITEM 11. FRANCHISOR'S OBLIGATIONS........................................................................................................30

ITEM 12. TERRITORY. ..........................................................................................................................................36

ITEM 13. TRADEMARKS.......................................................................................................................................37

ITEM 14. PATENTS, COPYRIGHTS, AND PROPRIETARY INFORMATION.............................................39

ITEM 15. OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THE FRANCHISE

BUSINESS..................................................................................................................................................................39

ITEM 16. RESTRICTIONS ON SERVICES OFFERED BY FRANCHISE OWNER......................................40

ITEM 17. RENEWAL, TERMINATION, TRANSFER, AND DISPUTE RESOLUTION................................40

ITEM 18. PUBLIC FIGURES..................................................................................................................................44

ITEM 19. EARNINGS CLAIMS. ............................................................................................................................45

ITEM 20. LIST OF OUTLETS................................................................................................................................52

ITEM 21. FINANCIAL STATEMENTS.................................................................................................................56

ITEM 22. CONTRACTS. .........................................................................................................................................56

ITEM 23. ACKNOWLEDGMENT OF RECEIPT BY PROSPECTIVE FRANCHISE OWNER. ..................56

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EXHIBIT A: FINANCIAL STATEMENTS...........................................................................................................57

EXHIBIT B : FRANCHISE AGREEMENT AND EXHIBITS ............................................................................59

EXHIBIT C

AND C

FRANCHISE LISTS........................................................................................................111

EXHIBIT D: BANK ACCOUNT DEBIT AUTHORIZATION..........................................................................131

EXHIBIT E: SERVICE OF PROCESS ................................................................................................................133

EXHIBIT F: BUSINESS BROKERS ....................................................................................................................135

EXHIBIT G: CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT............................................135

EXHIBIT H: DISCLOSURE ACKNOWLEDGMENT STATEMENT.............................................................225

EXHIBIT I: MUTUAL RELEASES......................................................................................................................227

EXHIBIT J: CARPET CLEANING AGREEMENT...........................................................................................239

EXHIBIT K: MILLION DOLLAR PROGRAM AGREEMENT ......................................................................249

EXHIBIT L: ADDITIONAL DISCLOSURES AND RIDERS ...........................................................................253

ADDITIONAL DISCLOSURES FOR THE STATE OF CALIFORNIA..........................................................253

ADDITIONAL DISCLOSURES FOR THE STATE OF FLORIDA .................................................................254

ADDITIONAL DISCLOSURES FOR THE STATE OF HAWAII....................................................................254

ADDITIONAL DISCLOSURES FOR THE STATE OF ILLINOIS..................................................................255

ADDITIONAL DISCLOSURES FOR THE STATE OF INDIANA..................................................................256

ADDITIONAL DISCLOSURES FOR THE STATE OF MARYLAND............................................................257

ADDITIONAL DISCLOSURES FOR THE STATE OF MINNESOTA...........................................................257

ADDITIONAL DISCLOSURES FOR THE STATE OF NEW YORK.............................................................258

ADDITIONAL DISCLOSURES FOR THE STATE OF NORTH DAKOTA...................................................260

ADDITIONAL DISCLOSURES FOR THE STATE OF RHODE ISLAND.....................................................262

ADDITIONAL DISCLOSURES FOR THE STATE OF SOUTH DAKOTA ...................................................262

ADDITIONAL DISCLOSURES FOR THE STATE OF UTAH........................................................................262

ADDITIONAL DISCLOSURES FOR THE STATE OF VIRGINIA ................................................................262

ADDITIONAL DISCLOSURES FOR THE STATE OF WASHINGTON .......................................................262

ADDITIONAL DISCLOSURES FOR THE STATE OF WISCONSIN ............................................................263

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ADDENDUM TO THE FRANCHISE AGREEMENT FOR USE IN CALIFORNIA .....................................265

RIDER TO THE FRANCHISE AGREEMENT FOR USE IN ILLINOIS........................................................267

RIDER TO THE FRANCHISE AGREEMENT FOR USE IN MARYLAND ..................................................271

RIDER TO THE FRANCHISE AGREEMENT FOR USE IN MINNESOTA .................................................273

RIDER TO THE FRANCHISE AGREEMENT FOR USE IN NORTH DAKOTA.........................................275

RIDER TO THE FRANCHISE AGREEMENT FOR USE IN WASHINGTON..............................................277

ITEM 23: RECEIPT ...............................................................................................................................................279

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ITEM 1. THE FRANCHISOR AND PREDECESSORS.

Molly Maid, Inc. is a Michigan corporation formed May 8, 1984 for the sole purpose of

franchising the MOLLY MAID system (the "System") in the United States. Throughout this

document, Molly Maid, Inc. means “we,” “our,” and “us,” and franchise owner means “you” and

“your.” We maintain our principal business address at 3948 Ranchero Drive, Ann Arbor, MI,

48108. Our agent for service of process is disclosed in Exhibit E of this Offering Circular.

Initially developed and offered in Canada in 1979 by Molly Maid International, Inc.

(referred to as "MMII"), the MOLLY MAID System embodies the vision of a nurse who

understood the need for a professional residential cleaning service. MMII is incorporated under

the laws of the Province of Ontario, Canada. Its principal place of business is 100 Bronte Rd.,

Oakville, Ontario, L6L 6L5 Canada. MMII was also known as Molly Maid Home Care Services,

Limited.

Following our incorporation in 1984, we purchased from MMII the rights to the

trademarks, trade secrets, copyrights, trade dress, and the proprietary management and business

system utilized in connection with the System. We also purchased the rights to promote, license,

use, develop and sell the System throughout the United States, its territorial possessions, and the

District of Columbia. In 1994, we were awarded these same rights for Bermuda.

On January 6, 2000, our principal shareholders formed Mr. Handyman International,

LLC, a Michigan limited liability company, whose principal address is 3948 Ranchero Drive,

Ann Arbor, MI 48108, and acquired the trademark rights to the Mr. Handyman Mark and

Symbol. Mr. Handyman International, LLC offers and sells franchises that offer home repair and

maintenance services in both the United States and Canada. As of December 31, 2005, Mr.

Handyman International, LLC had 188 franchises in the United States and 10 in Canada. It does

not anticipate offering franchises in any other line of business.

On January 14, 2000, our principal shareholders formed 1-800-DryClean, LLC, a

Michigan limited liability company, whose principal address is 3948 Ranchero Drive, Ann

Arbor, MI 48108, to offer and sell franchises that offer a residential dry-cleaning pick up and

delivery service in the United States. As of December 31, 2005, 1-800-DryClean, LLC has 96

franchises in the United States. It does not anticipate offering franchises in any other line of

business.

We are also an affiliate of DUCTZ International, LLC (“DUCTZ”), a Michigan limited

liability company formed March 30, 2004 to franchise the DUCTZ system in the United States.

DUCTZ maintains its principle business address at 3948 Ranchero Drive, Ann Arbor, MI 48108.

DUCTZ’s goal is to offer prompt and reliable residential duct cleaning services, with the

opportunity to perform commercial and industrial duct cleaning. As of December 31, 2005,

DUCTZ had 5 franchises in the United States. It does not anticipate offering franchises in any

other line of business.

As of December 31, 2005, we have 361 franchises in the United States and Puerto Rico.

Molly Maid International, Inc., licenses an additional 317 MOLLY MAID franchises in Canada,

the United Kingdom, Portugal, and Japan. We do not own or operate any MOLLY MAID

franchises or any other type of residential cleaning business. We are a franchising company

dedicated to offering the most professional and reliable residential cleaning system and service

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in the United States. To do that, we develop, promote, and award franchises for the operation of

professional residential housekeeping services under the "MOLLY MAID" name (the

"Franchised Business") using methods and operating systems as defined in MOLLY MAID

Operating Manuals (the "Manuals"). We are a member of the International Franchise Association

and abide by its Code of Principles and Standards of Conduct.

The Franchised Business

The MOLLY MAID Franchised Business is devoted to effectively meeting the residential

cleaning needs of consumers and, in so doing, enhances their quality of life. We award

Territories (Item 12) within which geographic limits Molly Maid Franchise Owners may offer

MOLLY MAID services to customers. The majority of our owners operate out of a Large-Size

Market Territory; however, we also approve Mid-Size Market Territories in certain areas of the

country. Most homes serviced by MOLLY MAID require either weekly, alternate weekly, tri-

weekly or monthly service and these customers are referred to as regular customers. While

MOLLY MAID provides one-time only cleaning services, the System’s focus is on the repeat

residential customer. We have learned that the most effective way to provide a residential

cleaning service is through a team composed of two cleaning employees (the "Home Service

Professionals").

Molly Maid has developed a carpet cleaning program for existing owners who are

averaging $6,000 Gross Sales a week for one calendar quarter and are in full compliance with

their Franchise Agreement. These owners may have the opportunity to purchase the carpet

cleaning program, which was developed to, in addition to the standard residential housekeeping

services, offer carpet cleaning as an additional service.

Within the residential cleaning service industry MOLLY MAID competes with other

businesses, including other national and regional franchise programs. We differentiate the

MOLLY MAID System from our competitors in ways that are specifically designed to offer our

customers peace of mind. The most important element in our business strategy is to build a

trusting relationship with our customers. To achieve this, we have chosen to not sub-franchise

the System, believing that the direct relationship we have with our franchise owners, and they

with MOLLY MAID customers, enhances communication and the maintenance of System

standards. Additionally, our professional dress and approach and our advanced computerized

operating systems provide MOLLY MAID franchise owners the opportunity to more effectively

respond to the needs of their customers. Other important operational standards that enhance trust

include offering in-home estimates and the use of highly identifiable MOLLY MAID marketing

and service vehicles in the communities we service.

A professional approach has proven effective with our customers; therefore, you must

purchase or lease standardized vehicles that meet System standards and specifications for color

and logo identification (Item 8). You and all office personnel must also wear, during business

hours, approved MOLLY MAID business attire. The Home Service Professionals that you

employ must wear an approved MOLLY MAID uniform. In addition to being strong marketing

tools for enhancing awareness of the MOLLY MAID trademark, the professional appearance

created through the use of standardized vehicles and dress, helps you to gain consumer

confidence in your community.

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Managing your daily operations, including your customer lists, scheduling, and

operational record keeping, is effectively handled by our proprietary franchise management

software system, called "Customer Care" (Item 11). The recipient of awards and

acknowledgment in both the franchising and technology communities, including Microsoft’s

“Windows™ World Open” competition, Customer Care is a sophisticated management tool

which allows you to effectively meet the needs of your customers and efficiently manage your

business.

We commit to growing the System by satisfying the needs of our customers. You must

provide each new regular customer with an in-home estimate of services to be provided, taking

into account the requirements specific to their home and family, and provide them with a

standardized written "Guarantee of Satisfaction."

Molly Maid has developed a program for existing owners who meet certain criteria (Item

12). These owners may have the opportunity to purchase additional territory through the

Expansion Program. The program was designed to help owners who are meeting these criteria

develop and expand into additional area. The royalty rate for this expansion program may be

different from the current royalty rate (Items 6 and 12).

Our professional appearance and approach, sophisticated systems, and written estimates

and guarantees help to create and support the trust MOLLY MAID customers have placed in the

System by providing MOLLY MAID the opportunity to meet their housekeeping needs.

There are no regulations specific only to the residential housekeeping industry that we

are aware of, although you must comply with all laws and regulations that apply generally to all

businesses. You should investigate these laws.

ITEM 2. IDENTITY AND BUSINESS EXPERIENCE OF PERSONS AFFILIATED WITH

US.

Chairman of the Board of Directors, and Chief Executive Officer: David G. McKinnon

Mr. McKinnon is the co-founder and has been a Director of Molly Maid, Inc. since our

incorporation in 1984. From 1992 to 1997 he served as our President, Chief Executive Officer,

and Chairman of the Board of Directors. From January 1997, he served as our Chairman of the

Board of Directors. Since November 2003, he has continued to serve as the Chairman of the

Board of Directors, and also serves as Chief Executive Officer.

In January 2000 Mr. McKinnon founded 1-800-DryClean, LLC and Mr. Handyman

International, LLC. Since their inception, he has served as the Chief Executive Officer of both of

the companies. In March of 1999, he was appointed to the Board of Directors of the International

Franchise Association (“IFA”) and serves as an advisor on many other boards. In 2002 Mr.

McKinnon received one of the IFA’s most prestigious honors of Entrepreneur of the Year.

Executive Vice President of Operations: Kristi Mailloux

Ms. Mailloux first joined Molly Maid, Inc. in 1992. She has served Molly Maid, Inc. in a variety

of positions with the last culminating in her appointment as Executive Vice President of

Operations. She also serves as Vice President of Operations for Mr. Handyman International,

LLC., since her appointment in October 2004, and as President and Chief Operating Officer of 1-

800-DryClean, LLC since her appointment in March of 2002.

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Executive Vice President of Consumer Sales: John J. McLellan

Mr. McLellan joined us in December 2002 as the Vice President of Marketing, and was named

Chief Marketing Officer in 2004, and Executive Vice President of Consumer Sales in March

2006. From October 1998 to November 2002 Mr. McLellan was Vice President of Worldwide

Marketing for Ziebart International Corporation, located in Troy, MI. Mr. McLellan has over

twenty years of franchise marketing experience having served as Director of Field Marketing for

Wendy’s International in Dublin, OH, as well as holding senior management positions at the

DDB Needham advertising agency. He continues to serve Mr. Handyman International, LLC.,

DUCTZ International, LLC., and 1-800-Dry Clean, LLC as Chief Marketing Officer.

Chief Information Officer: Ted Kennedy

Mr. Kennedy joined us in 1993. He has served in a number of positions culminating in his

appointment to Chief Information Officer. Since their inception, Mr. Kennedy has served in the

same capacities for 1-800-DryClean, LLC, Mr. Handyman International, LLC and DUCTZ

International, LLC.

Chief Financial Officer, David Taccolini

Mr. Taccolini joined us as Controller in January 2002 and was named CFO in July 2002. From 1994-

2002 he served as Controller for New Horizons Computer Learning Center, located in Livonia, MI.

He also serves our other affiliates in the same capacity.

Senior Vice President: Jim Evers

Mr. Evers joined us in September 2004 as Vice President of Franchise Development and in

January 2006, he was named Senior Vice President. From 2003 to 2004 he was President of

Sequoia Ventures, Inc., based in Ann Arbor, MI, a company helping entrepreneurs bring

products, services and ideas to market. From 1994 to 2003 he was President of Evers & Reich,

Inc., based in South Holland, IL, a company providing marketing services and marketing

consulting. He also serves our other affiliates in the same capacity.

Senior Director of Operations : Danessa Itaya

Ms. Itaya joined us in 1994 as Accounting Assistant. Ms. Itaya has served in a number of

positions at Molly Maid and Service Brands International, including Director of Accounting,

Director of License Administration, and Director of Human Resources, culminating in her

appointment to Senior Director of Operations on January 1, 2006.

Director of Training: Kelly Beattie

Ms. Beattie joined us in December 2002 as the Training Manager and was named Director of

Training in August 2004. From November 2001 through November 2002 she was the Assistant

Director for the Princeton Review in Ann Arbor, MI. Before that she served as Manager of

Employee Development for New Horizons Computer Learning Center located in Livonia, MI

from August 1998 through August 2001.

Vice President of Franchise Development: Rob Goggins

Mr. Goggins joined us in March 2003 as a Franchise Development Manager and was named

Vice President of Franchise Development in January 2006. From October 2002 to April 2004 he

was the co-owner of Inspired Packaging Solutions in Livonia, Michigan. Prior to this he was a

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District Sales Manager covering Michigan, Indiana and Ohio for Wisconsin Film and Bag,

located in Shawano, WI from September 1997 to October 2002. He also serves our other

affiliates in the same capacity.

Senior Development Manager: Mike Skitzki

Mr. Skitzki joined us in September of 2003 as a Franchise Development Manager and was

named Senior Development Manager January 1, 2006. Prior to joining Molly Maid, Mr. Skitzki

worked for Enterprise Rent-A-Car in various positions beginning in August of 1999. Most

recently he led the Molly Maid and Service Brands International account team for Enterprise

Fleet Services, in Farmington, MI, from its inception in 2002.

Brand Transfer and Expansion Manager: Michelle Mikosz

Ms. Mikosz joined us in March 2001 and was named Brand Transfer and Expansion Manager in

July 2005. Prior to that she had served in a variety of positions including Contract Specialist and

Legal Franchise Administrator.

Director: Dawn Bailey

Ms. Bailey was elected to the Board of Directors of Molly Maid, Inc. in March of 1996. Since

1989, she has been employed by Advanced Resources of Michigan, a contract services firm.

Director: James M. MacKenzie

In 1980, Mr. MacKenzie assumed the presidency of Molly Maid Home Care Services, Limited,

and predecessor to MMII. He has been a director of Molly Maid, Inc. since our incorporation in

1984.

Third Party Brokers: In various regions of the country, we use third party brokers to market and

sell the Franchised Business. They are listed in Exhibit F. of this Offering Circular.

ITEM 3. LITIGATION.

No litigation is required to be disclosed in this offering circular.

ITEM 4. BANKRUPTCY.

No person previously identified in Items 1 or 2 of this Offering Circular has been

involved as a debtor in proceedings under the U.S. Bankruptcy Code required to be disclosed in

this Item.

ITEM 5. INITIAL FRANCHISE FEES.

The Initial Franchise Fees (“Initial Fees”) are

1. a fixed Franchise Fee of $9,900;

2. a fixed Initial Package Fee of $8,500 that includes the license for our proprietary

Customer Care software, operating equipment, computer, monitor, printer, computer

software, supplies, and a $1,000 convention allowance (the “Convention

We do have Third Party Brokers with Litigation to be disclosed. You will find that information in Exhibit F

of this offering circular.

April 2006 16

Allowance”). The Convention Allowance offsets expenses associated with attending

the first Molly Maid annual convention that is scheduled to commence within one

year of your successful completion of the Initial Training Program (Item.8). If your

expenses are less than $1,000, the difference will be rebated to you. The Convention

Allowance cannot be used to offset any other expenses or requirements associated

with your Franchised Business and if you do not attend the Convention, it will not be

refunded to you;

3. a Territory Fee of $1 for every target household (“Target Household”), in your

exclusive territory (the “Territory”) as described in Item 12, which meets our then

current demographic criteria for median income and home value, which may vary,

based on the demographic information. Territory Fees typically range from $30,000

to $40,000 for a Large-Size Market and $20,000 to $30,000 for a Mid-Size Market.

An existing owner who has been approved for our expansion program will need to

pay the Territory Expansion Fee, which is $1 for every target household in the

expansion territory.

The Initial Fees offset the expenses we incur in registering, marketing, awarding,

training, and opening new franchises. Except for the Convention Allowance listed in the above

Section 2, there are no other refunds under any circumstances.

Molly Maid is a member of the International Franchise Association and participates in

the IFA's VetFran Program, which provides a 25% discount on the initial franchise fee (not

including the Initial Package or territory fees) to veterans of U.S. Armed Forces who otherwise

meet the requirements of the VetFran program.

If you need to arrange for financing, you may pay the Initial Fees in two installments.

The first installment is comprised of the fixed Franchise Fee, the fixed Initial Package Fee and a

$10,000 Territory Deposit Fee and is due and payable when you sign and return to us the

Franchise Agreement. If you choose to pay the Franchise Fee in two installments, you will sign a

Promissory Note for the remaining balance which will be due prior to your attending Home

Office Training along with an annual percentage rate of 9.9% interest. Upon our receipt of the

signed Franchise Agreement, the first installment payment and your Promissory Note, you will

enter “RIGHT START.” If third party financing is necessary for you to fund your Franchised

Business, we will assist you in developing and submitting financial projections..

You may apply

for an additional franchise and, if we approve your request, you may be awarded an additional

franchise (Item 12). For additional franchises awarded to you, you must agree to sign our then

current Franchise Agreement and remit to us our then current Territory Fee. We will waive the fixed

Initial Franchise Fee and Initial Package fee for additional franchises awarded to you.

If the royalty rate and declining thresholds in your current franchise agreement(s) and the

new franchise agreement are different, then your royalty rate and threshold levels may be

averaged or aggregated together to form one royalty rate and threshold scale for the all of your

Franchise Agreements. This will be calculated by averaging your current franchise(s)’s royalty

rate and aggregating your current thresholds and the new franchise’s, to form one set of rates and

threshold levels for all your Franchise Agreements. In averaging and aggregating the rates and

levels, we will take into account the ratio of the current number of Target Households in each

Franchise Agreement, so that a Franchise with more Target Households will have a greater

weight than a Franchise with fewer Target Households.

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We have extended to our current franchisees, who have grown their existing businesses

to at least one million dollars in annual gross sales, an option to purchase an additional franchise

through our Million Dollar Circle Program (Exhibit K). This program allows the franchisee to

purchase an additional franchise by executing a new Franchise Agreement and paying only the

Territory Fee. In addition, if the franchisee hits the specified revenue amounts in the designated

time periods, as described in Exhibit K, they will be refunded up to all of the Territory Fee for

that franchise. Under our Million Dollar Circle Program, the franchisee will pay the standard

royalty as described in section 2.C. of the Franchise Agreement, except, that if the franchisee

reaches specified revenue amounts in the designated time periods, then once they have produced

$1,000,000 in gross annual sales in the new business, within a certain time frame, then their

royalty rate will be 3 ½ % on additional sales over $1,000,000 for the remainder of the calendar

year.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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ITEM 6. OTHER FEES.

Name of Fee

Amount Due Date Remarks

Royalty

Percentage based on a calendar year

sliding scale of gross sales. $0-400,000 =

6.5%

$400,001-800,000=6%

$800,001-1,200,000=5.5%

$1,200,001 - $1,600,000 =5%

$1,600,001 - 2,000,000 =4.5%

$2,000,001 - $2,400,000 = 4%

$2,400,001 -

$2,800,000 = 3.5%

$2,800,001 and up = 3%

If you are not in compliance with all your

agreements with us, the royalty remains at

a flat 6.5%.

This variable Royalty Fee applies only to

gross sales within the original territory

unless you have purchased an

additional(s) Franchised Business(ies).

Due by

automatic

debit each

Friday for

Gross Sales

achieved the

preceding

week

Royalties are payment for the

use of the Marks, System,

Territory, and Manuals. "Gross

Sales" means all income you

derive from the business

including carpet cleaning sales

less any sales tax and refunds,

if the Gross Sales used to

compute refunds were also

deducted from employee's

compensation. For Franchise

Renewals, the Royalty remains

the same as the Royalty for the

Initial Term of the Franchise

Franchisees who are awarded

an additional franchise through

the Million Dollar Circle

Program will have the same

royalty rate, and pay in the

same manner, as described

above and in section 2.C. of

the Franchise Agreement;

except, that if the franchisee

reaches the specified revenue

amounts in the designated time

periods, then once they have

produced $1,000,000 in gross

annual sales in the new

business, the royalty rate, will

be 3 ½ % for the remainder of

the calendar year. (Exhibit K)

All fees, unless otherwise specified, are imposed and collected by and payable to Molly Maid, Inc. All fees

are non-refundable.

For purposes of paying Royalty, our week begins on Monday and ends on Sunday. You must report you

weekly sales to us on Thursday of the following week. (Example, when week start is January 2, the week

end is January 8, and the royalty report is due January 12.) You must pay the Royalty by electronic funds

transfer or by such other means as we may specify. We may periodically specify other dates for reporting

and payment of royalty.

April 2006 19

Name of Fee

Amount Due Date Remarks

Expansion

Royalty Rates

Your royalty rates for each Franchise

Agreement may be averaged and

aggregated together to form one royalty

rate and threshold scale for the all of your

Franchise Agreements. In averaging and

aggregating the rates and levels, we will

take into account the ratio of the current

number of Target Households in each

Franchise Agreement.

Due by

automatic

debit each

Friday for

Gross Sales

achieved the

preceding

week

Royalties are payment for the

use of the Marks, System,

Territory, and Manuals. “Gross

sales” means all income you

derive from the business less

any sales tax and refunds, if

the Gross Sales used to

compute refunds were also

deducted from employee’s

compensation. For Franchise

Renewals, the Royalty remains

the same as the Royalty for the

initial Term of the Franchise.

National

Marketing Fund

Currently $100 per month not to exceed

2% of Gross Sales. Any changes to the

National Marketing Fund must be

approved by a 67% majority vote of at

least 75% of our Franchised Businesses.

Due by

automatic

debit weekly,

monthly as

determined

by a 67%

majority vote

of at least

75% of the

franchise

entities.

Currently used for cross-

promotions with national and

regional businesses,

advertising programs and

internet initiatives.

Customer Care

Continuing

Software

Licensing Fee

Currently $20 per week for a single user,

$30 per week for a multi-user, as adjusted

each calendar year

Due by

automatic

debit each

Friday

Franchise Management

Software System. See Exhibit

C of the Franchise Agreement.

Internet

Homepage

Currently $100 per year Due by

automatic

debit on

January 15 of

each year

Personalized home page on the

MOLLY MAID web site

For purposes of paying Royalty, our week begins on Monday and ends on Sunday. You must report you

weekly sales to us on Thursday of the following week. Example, when week start is January 2, the week end

is January 8, and the royalty report is due January 12.) You must pay the Royalty by electronic funds transfer

or by such other means as we may specify. We may periodically specify other dates for reporting and

payment of royalty.

April 2006 20

Name of Fee

Amount Due Date Remarks

Local

Advertising

Starting at $1.00 per Target Household

per year, declines to $0.50 per Target

Household per year when you reach and

maintain $20,001 in weekly Gross Sales

for a full calendar quarter. Declines to

$0.25 per Target Household per year

when you reach and maintain $25,001 in

weekly Gross Sales for a full calendar

quarter, and is $0.10 per Target

Household per year when you reach and

maintain $30,001 in weekly Gross Sales

for a full calendar quarter.

Payable per

supplier’s

terms

Your local advertising

expenses for promotional

handouts, door hangers, media

inserts, direct mail, newspaper,

internet paid placement, and a

trademark listing in the Yellow

Pages

DSL Cable, or

Satellite High

Speed Internet

Connection and

Electronic Mail

Monthly

Service Fee

Currently $39.00-$99.00 Payable per

supplier’s

terms

To be operable before you

attend Initial Training. This is

for your own individual email.

Transfer $9,900 or our then current transfer fee. If

a franchise owner sells a portion of the

Territory; the fee will be $4,900, not to

exceed $9,900 or our then current transfer

fee, for the sale of the entire territory. In

the event of a transfer to another MOLLY

MAID franchise owner, the fee will be

$2,000 or our then current transfer fee.

If you authorize us to enlist a third party

broker to locate the transferee, there will

also be a broker fee, which is currently an

additional $16,000 - $19,000.

Due upon

your signing

of the

Franchise

Agreement.

Due upon

closing of the

sale of the

Franchised

Business

No charge if the Transfer is to

an entity controlled by you or

to a spouse, parent, or child

Payable only if the third party

broker located the transferee,

and a broker fee was paid by

Molly Maid to the third party.

Additional

Training or

Assistance

$500 or our then current training fee Before the

start of the

training

session

We will provide Initial

Training to you and one other

person for no fee. You may

designate, with our approval

and on a "space available

basis," additional persons to

attend the Initial Training

Anti-Virus

Software

Currently $40-$60 per year per computer Annually Payable to a third party.

April 2006 21

Name of Fee

Amount Due Date Remarks

Renewal $2,000 or our then current fee for one or

more franchise agreements being renewed

at the same time

When you

sign your

Renewal

Franchise

Agreement

Neither the Royalty nor

Territory will change in the

Successor Franchise

Agreement

Audit Cost of inspection or audit, which

includes charges of attorneys and

independent auditors, travel expenses,

room and board, and compensation of

employees, plus 100% of understated

Royalty, Marketing and Promotional Fund

contributions and interest, at the rate of

12% per annum or the maximum rate

permitted by applicable law, whichever is

greater, and all late fees, from the date

originally due until the date of payment

Due by

automatic

debit 15 days

after billing

Due if an inspection or audit is

made necessary by your failure

to furnish reports, supporting

records, or other information

as required, or to furnish these

on a timely basis, or if an

understatement of Royalty by

is greater than 5% for any

period reviewed.

Interest Greater of 12% per annum or the

maximum permitted by law

Due by

automatic

debit each

Friday

Due on all overdue amounts

from the date the amounts

were originally due

Late Payment

Fee

5% of Royalty amount due or $20 per

week, whichever amount is greater

Due by

automatic

debit each

Friday

Due for each Royalty payment

that is not paid when due

Carpet Cleaning

Program and

Training

$3,300 or the then current fee, plus travel

and lodging expenses

Due upon

signing the

Carpet

Cleaning

Agreement

This payment is due directly to

the supplier, HOST/Racine

Industries Inc. and is for

equipment, supplies, and

training.

Costs and

Attorneys Fees

Will vary under circumstances As incurred Due if you hire an attorney

Indemnification Will vary under circumstances As incurred You must reimburse us if you

are held liable for claims from

your Franchised Business’s

operation.

April 2006 22

Item 7. INITIAL INVESTMENT.

Expenditure

Estimated

Amount or

Estimated High-

Low Range

When Due

Method

Payment

Whether

Refundable

Whom

Paid

Initial Fees due Molly Maid, Inc.

Initial Franchise

Fee

$9,900 $9,900 On signing

Franchise

Agreement. Waived

for additional

franchises awarded

to you (Item 5 and

Exhibit K)

Lump Sum No Molly Maid,

Inc.

Territory Fee (1)

$20,000 $40,000 On signing

Franchise

Agreement

Lump Sum No Molly Maid,

Inc.

Initial Package Fee

(2)

$8,500 $8,500 On signing

Franchise

Agreement. Not

applicable for

additional franchises

awarded to you

(Item 5 and Exhibit

Lump Sum Up to

$1,000 (3)

Molly Maid,

Inc., and then

paid by us to

applicable

third parties

Subtotal

$38,400 $58,400

Operating Expenses (First Three Months)

Auto Lease

Deposit and 3

Months Lease

Expense (4)

$1,500 $4,800 Before Opening. Lump Sum,

then monthly

No Third Parties

Leasehold

Improvements (5)

$0 $2,000 Before Opening. Not

applicable for

additional franchises

awarded to you

Lump Sum No Third Parties

Real Estate, Utility

Deposits and Three

Months Rent (6)

$3,000 $3,200 When Lease is

Signed. Not

applicable for

additional franchises

awarded to you

Lump Sum,

then monthly

Dependent

Upon Lease

Terms

Landlord and

Utility

Companies

Furniture, Fixtures

and Equipment (7)

$500 $2,000 As Incurred. Not

applicable for

additional franchises

awarded to you

As Agreed No Third Parties

April 2006 23

Expenditure

Estimated

Amount or

Estimated High-

Low Range

When Due

Method

Payment

Whether

Refundable

Whom

Paid

Permits and

Licenses (8)

$100 $1,000 Before Opening. Not

applicable for

additional franchises

awarded to you

Lump Sum No Appropriate

local and

state

authorities

Insurance Deposit

and Three Months

Insurance Expense

$1,900 $5,000 Before Opening. Not

applicable for

additional franchises

awarded to you

Lump Sum,

then monthly

Yes Third Parties

Local Marketing

Requirement (9)

$5,000 $10,000 As Incurred. As Agreed No Third Parties

Training Expenses

for Travel, Food

and Lodging (10)

$1,000 $4,000 As Incurred. Not

applicable for

additional franchises

awarded to you

Lump Sum No Third Parties

Additional Funds-

3 Months (11)

$9,725 $16,000

Sub Total $22,725 $48,000

TOTAL $61,125 $106,400

Explanatory Notes

1) The price for each Target Household located in the Territory you purchase will be $1. The

typical Large-Size Market MOLLY MAID franchise encompasses approximately 30,000-

40,000 Target Households and incurs a Territory Fee of $30,000-$40,000. The typical Mid-

Size Market MOLLY MAID franchise encompasses approximately 20,000-30,000 Target

Households and incurs a Territory Fee of $20,000-$30,000. See Item 12 for more

information on Territory.

2) The Initial Package Fee includes Customer Care software, QuickBooks (or other approved)

accounting software, a $1,000 Convention Allowance, inventory, supplies, equipment,

computer software and hardware and materials necessary to open your Franchised Business

(see Exhibit B of the Franchise Agreement). The majority of the Initial Package Fee is paid

by us to third parties. The items included in the Initial Package may be changed

periodically to reflect changes in the System and the needs of franchise owners.

3) If you attend the first convention that is offered after attending Initial Training, you will

receive a $1,000 Convention allowance to offset fees (primarily the registration fee). If

you do not attend the Convention within the required time period, it will not be rebated to

you. There are no other refunds under any other circumstances

4) All MOLLY MAID businesses begin operation with a minimum of two marketing/service

vehicles that meet System standards and specifications and have the approved Molly Maid

decals. One vehicle is for your use in performing in-home estimates and one vehicle is for

April 2006 24

the use of your first Home Service Professional team. As your business grows, you will

need to add a vehicle for each new team that you employ. With this in mind, you should

consult with your personal financial advisor to determine whether you should pursue a

leasing or purchase structure for your marketing vehicles. The cost of purchasing a new

vehicle typically ranges from $9,500 to $15,000, plus applicable taxes. The cost for leasing

a new vehicle depends on the vehicle you choose from our list of approved vehicles, its

options, dealer terms, length of the lease, and emission control requirements. When leasing,

the amount of deposit will vary depending upon supplier pricing strategies, promotions, and

willingness to provide start up businesses with more advantageous pricing than they

typically offer individuals leasing a single vehicle. All vehicles purchased or leased for

the business are to be, and maintained, in a “good” condition as defined by KELLY

BLUE BOOK ("Good" condition means that the vehicle is free of any major defects. The

paint, body and interior have only minor (if any) blemishes, and there are no major

mechanical problems. In states where rust is a problem, this should be very minimal). All

vehicles used in the business are to be decaled as required by MOLLY MAID Inc. and

decals are to be free of defects.

5) Franchise owners operate the Franchised Business from leased space. The cost of

construction or leasehold improvements where you will lease space will vary depending

upon the amount of construction, renovation, construction costs, and how many of the costs

will be borne by the lessee.

6) As required by the lessee and local utility companies.

7) The amount estimated for office equipment, fixtures, and furnishings includes desks, chairs,

a file cabinet, telephone system, facsimile machine, wastebaskets, and other equipment and

supplies necessary to begin the operation of the Franchised Business.

8) As required by local and state laws and regulations.

9) Local Marketing expenses vary depending on the size of your territory. You are required to

spend $1.00 per Targeted Household per year. Our low estimate is based on someone who

has 20,000 Targeted Households and our high estimate is based on someone who has

40,000 households. (Item 6 and 2.H.)

10) Out-of-pocket travel expenses vary depending on your proximity to our home office or your

designated Owner Training Center in your area, the type of transportation you use, and your

individual expenses during the Initial Training week. For the purposes of this Item, we have

estimated the expenses for 2 individuals who are sharing one hotel room.

11) This item estimates your initial start up expenses (other than the items identified separately

in the table). These expenses include, but are not limited to, payroll costs, gasoline and

general auto maintenance and 3 months of Internet provider fees. No draw or salary for

you is in the estimate. These figures are estimates and we cannot guarantee that you will not

have additional expenses starting the business. The amount of working capital you need

will depend on a number of factors. These factors include how well you follow our methods

and procedures, your management skills, experience and business acumen, local economic

conditions, the local market for residential housekeeping products and services, the

prevailing wage rate, competition, and the sales level reached by your Franchised Business

during its initial period.

April 2006 25

We have relied on our years of experience to compile these estimates. You should review

them carefully with a financial advisor before making any decision to purchase the franchise.

ITEM 8. RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES.

Initial Package

To assist you in efficiently launching your Franchised Business, you must purchase from us

an Initial Package of software, equipment, products, and supplies before the commencement of

operation of the Franchised Business (Exhibit B of the Franchise Agreement). The items included

in the Initial Package change periodically to reflect the changing needs of the Franchised Business

in accordance with System procedures, and changes in suppliers and/or product specifications. The

Initial Package is the only product that we sell to you. In 2005, we derived 0% of our revenues

from the sale of the initial package. In 2006, we expect to derive 0% of our revenues from product

sales. None of our affiliates derive revenue from required purchases and leases of products and

services, although we retain the right to do so in the future.

The materials that are included in our Initial Package are shipped F.O.B. from our approved

suppliers located in New Castle, DE; Orange Park, FL; Ann Arbor, Clawson, Dexter, and

Farmington Hills, MI; and Holland, OH.

Our approved suppliers include:

Supplier Name Location Supplies/Materials

ImageFIRST Professional

Apparel New Castle, DE Owner and Employee Uniforms

Logo Xpress Orange Park, FL Vehicle Decals

Print-Tech Ann Arbor, MI Marketing and employee recruitment materials

Summit Distribution Clawson, MI Cleaning Supplies

Midwest Accounting, Inc. Dexter, MI Accounting software and related forms

Ecolab

Farmington Hills,

MI Cleaning Chemicals and Supplies

Spectrum Printing Tecumseh, MI Marketing materials

The Image Group Co. Holland, OH Logoed clothing and other trademarked items

Enterprise

Farmington Hills,

MI (has multiple

locations in many

states)

Procurement, financing, insurance, maintenance

and upfitting of Molly Maid vehicles

Host/Racine Industries Inc. Racine, Wisconsin

Carpet cleaning hardware, chemicals and

supplies

For your benefit, we have negotiated purchase arrangements with all the approved

vendors listed above. We have not negotiated any other purchase arrangements. We are not

affiliated with our approved vendors and we receive no material benefits from your purchases from

these companies, except as described below, although we reserve the right to do so in the future.

We are also not an affiliate of Enterprise however, because of fleet buying incentives Molly Maid,

April 2006 26

Inc. may qualify for rebates, depending on actual volume. The owner receives the majority benefit

of the rebate up front, reducing the purchase price. We may receive a residual benefit if and when

certain fleet volume requirements are met. Aside from certain intangible benefits associated with

group buying, you receive no material franchise benefits (for example, the award of additional

franchises or a successor term) for using an approved supplier.

While most franchise owners choose to order trademarked items from Image FIRST

Professional Apparel, Logo Xpress, Print-Tech, Spectrum, and The Image Group, you are only

required to order your Initial Package and Owner and Home Service Professional uniforms from

them. The remaining items you require for the operation of your Franchised Business may be

ordered from third party suppliers who we have approved.

All products must meet System standards and specifications for representation of the

Marks, and be pre-approved by us regardless of the supplier. Approval can be attained by

submitting a proof of the materials you wish to order to us and a written request for approval.

We will notify you in writing of our approval or disapproval within ten days of receipt of the

materials and your written request. All materials must meet the quality of our current suppliers,

and correctly bear the Marks. Standards and specifications are periodically modified to meet

changing market conditions and are published in our Manuals and on our web site.

Use of products and materials that have not received our prior written approval and do

not meet our standards and specifications can result in the termination of your franchise (Section

12.B. of the Franchise Agreement). Standards and specifications are updated periodically at our

sole determination and are made available to you in our Manuals, publications, and on our

Internet Homepage.

For your benefit MOLLY MAID has entered into a relationship with Payment

Processing, Inc., (“PPI”) in Newark, CA. PPI is a Credit Card Processing Company. Our

Franchise owners will receive a discounted rate in using their services. We receive no material

benefit from PPI, although we reserve the right to in the future.

Standards and Specifications

You must operate your Franchised Business according to our standards, specifications,

and operating procedures. We will formulate and modify standards and specifications based on

our and your franchisees experiences in operating the Franchised Business. Our standards and

specifications may impose requirements for performance (see Item 12), reputation, quality, and

appearance. Our Manuals or other communications do identify our standards and specifications

and/or names of designated or approved suppliers.

Email, Internet and Web Site

You must maintain, on your business computer, a high speed internet connection, an

electronic mail account that will enable you to receive and send electronic mail and transfer

computer files between you and us. You promise to subscribe to, and pay for, a customized web

site connected to our web site and managed by our web site provider (Item 6). You may not

develop and implement a web site through a third party provider without our written approval.

Insurance (Section 7.C. of the Franchise Agreement)

Before attending Initial Training and beginning the Franchised Business, you must obtain

and maintain, at your own expense, the insurance coverage that we require and meets the other

April 2006 27

insurance-related obligations in the Franchise Agreement. Currently, you must maintain broad

form comprehensive general liability insurance with at least a $1,000,000 each occurrence,

$2,000,000 general aggregate including the broad form general liability endorsement. You must

also maintain automobile liability insurance with a limit of liability of at least $1,000,000

combined single limits (bodily injury and property damage), including hired and non-owned

automobiles. All insurance policies must name our past, present, and future shareholders,

directors, officers, employees, attorneys, designees and us as an additional insured. Additionally,

you must maintain third party bonding coverage with minimum limits of $25,000. In no instance

will any required insurance policy have a deductible or self-insured retention in excess of

$5,000. You must also maintain $500,000 in workers’ compensation, employer’s liability

insurance and any other insurance required by statute or rule in the state(s) in which you operate

your Franchised Business.

The insurance levels listed above are the minimum we require you to maintain for the

Franchised Business. To gain adequate protection, you should discuss with your insurance agent

and financial advisor if your personal situation requires you to maintain coverage in addition to

the minimums that we require. You are not obligated by the terms of the Franchise Agreement

to purchase your insurance from any specific provider; however, all policies must be written by

an insurance company(ies) that is/are licensed in the state in which you are doing business, and

that has an A.M. Best rating of “A” or better. If you participate in the carpet cleaning program,

your specific situation may require you to have additional insurance, which you should also

discuss with your insurance agent.

At least 10 days prior to commencing business or whenever a modification or change is

made in your insurance policy, and prior to the expiration of any policy, you promise to have

your insurance company submit to us a copy or certificate or other acceptable proof of this

insurance. You may not attend our initial training program until you have provided the

certificates of insurance or other acceptable proof of all insurances.

Advertising/Telephone Listings (Item 6 of this offering circular and Section 2.H. of the

Franchise Agreement)

To secure new customers for the Franchised Business you must aggressively conduct, at

your expense, marketing, advertising, and promotional programs at the local level. You promise

to spend at least $1 per Target Household per year, until you reach and maintain weekly Gross

Sales of at least $20,000 for a full calendar quarter. When you reach and maintain $20,001 in

weekly Gross Sales for a full calendar quarter, this declines to $0.50 per Target Household per

year. At $25,001 in weekly Gross Sales, reached and maintained for a full calendar quarter, it

declines to $0.25 per Target Household per year, and when you reach and maintain $30,001 in

weekly Gross Sales for a full calendar quarter, it declines to $0.10 per Target Household per

year. If at any time you reach and maintain one of the threshold levels indicated above, of

weekly Gross Sales for a full calendar quarter, but subsequently your sales decline, you promise

to spend the required amount for the lower weekly Gross Sales level.

As part of the Franchise Agreement, you promise to authorize the transfer of any business

telephone numbers and directory listings to us within three days of the termination of the

April 2006 28

Agreement. Exhibit D of the Franchise Agreement pre-assigns all telephone numbers and listings

to us.

ITEM 9. FRANCHISE OWNER OBLIGATIONS.

THIS TABLE LISTS YOUR PRINCIPAL OBLIGATIONS UNDER THE FRANCHISE

AND OTHER AGREEMENTS. IT WILL HELP YOU FIND MORE DETAILED

INFORMATION ABOUT YOUR OBLIGATIONS IN THESE AGREEMENTS AND IN

OTHER ITEMS OF THIS OFFERING CIRCULAR.

Obligation Section in Agreement Item in Offering Circular

a. Site selection and

acquisition/lease

Section 1.D. of

Franchise Agreement

Item 12

b. Pre-opening purchases/leases Sections 2.B. and 7, of

Franchise Agreement

Items 6, 7 and 8

c. Site development and other pre-

opening requirements

Section 5 of Franchise

Agreement

Items 6 and 7

d. Initial and ongoing training Sections 3.A. of

Franchise Agreement

Items 6, 7 and 11

e. Opening Section 12.B. of

Franchise Agreement

Item 11

f. Fees Section 2 of the

Franchise Agreement

Items 5 and 6

g. Compliance with Standards and

Policy

Section 7 of Franchise

Agreement

Items 8, 9, 13, and 16

h. Trademarks and proprietary

information

Section 4 of Franchise

Agreement

Items 8, 13 and 14

i. Restrictions on

products/services offered

Section 7.A.2. of

Franchise Agreement

Items 8 and 16

j. Warranty and customer service

requirements

Section 7.A.12. of

Franchise Agreement

None

k. Territorial development and

sales quotas

Section 1.D. and 2.G.

of Franchise

Agreement

Item 12

l. Ongoing product/service

purchases

Section 2 of Franchise

Agreement

Item 8

m. Maintenance, appearance and

remodeling requirements

Section 7 of Franchise

Agreement

None

April 2006 29

Obligation Section in Agreement Item in Offering Circular

n. Insurance Section 7.C. of

Franchise Agreement

Items 6, 7 and 8

o. Advertising Section 2 of Franchise

Agreement

Items 6 and 11

p. Indemnification Section 14.C. of

Franchise Agreement

None

q. Owner's

participation/management/

staffing

Sections 1.B.12. and 7

of Franchise

Agreement

Items 11 and 15

r. Records/reports Section 7.D. of

Franchise Agreement

Item 6

s. Inspections/audits Section 8 of Franchise

Agreement

Items 6 and 11

t. Transfer Section 10 of

Franchise Agreement

Items 6 and 17

u. Renewal Section 11 of

Franchise Agreement

Item 6 and 17

v. Post-termination obligations Section 13 of

Franchise Agreement

Item 17

w. Non-competition covenants Section 6 of Franchise

Agreement

Item 17

x. Dispute resolution Section 15.G. of

Franchise Agreement

Item 17

ITEM 10. FINANCING.

We do not offer direct or indirect financing for the initial franchise fee, initial package

fee or territory fee and we will not guarantee any notes, leases, obligations or your receivables.

We have been deemed eligible for streamlined and expedited loan processing through the

Small Business Association (“SBA”). We are listed on the SBA’s central registry of franchisors

whose current franchise or license agreements are eligible for SBA financing found at

www.franchiseregistry.com. We have arranged with the SBA to provide certain information and

benefits to the SBA and Certified Development Company (“CDC”) so that our Franchise

Agreement meets SBA eligibility criteria for 7(a) and 504 loans.

April 2006 30

ITEM 11. FRANCHISOR'S OBLIGATIONS.

Except as listed below, we are not required to provide any assistance to you.

Before you open your Franchised Business, we will:

A. designate the Territory for the Franchise (Section 1.D. of the Franchise

Agreement);

B. provide an Initial Package of equipment, products and supplies described and

listed in Exhibit B of the Franchise Agreement (Section 2.B. of the Franchise

Agreement);

C. provide by way of loan to you, the MOLLY MAID copyrighted Right Start

Manual, General Operations Manual, Marketing Manual, Personnel Manual,

Cleaning Manual, Training Manual, Customer Care Manual, and Presentation

Manual (collectively, the “Manuals”) and the MOLLY MAID Cleaning

Video/DVD and Route Manager Video/DVD (collectively, the “Videos/DVDs”),

proprietary business forms (the "Business Forms"), and other proprietary

materials as we may publish and distribute to you periodically (Section 3 of the

Franchise Agreement);

D. provide you with written specifications for the model and body style for

marketing vehicles to be used in the Franchised Business (Section 7.A. of the

Franchise Agreement). (Also required during operation of the Franchised

Business.);

E. give prior approval to use business forms, business stationery, business cards,

advertising materials, permanent materials, and forms which you intend to utilize

(Section 7.A. of the Franchise Agreement.) (Also required during operation of the

Franchised Business);

F. approve in advance any person which you desire to act as a representative for you

in connection with local promotion of the Franchised Business in a public media

(Section 2.1. and Section 7.A. of the Franchise Agreement);

G. give prior approval to all marketing, advertising, and promotional material

prepared by you (Section 2.1. of the Franchise Agreement). (Also required during

operation of the Franchised Business);

H. specify minimum policy limits for certain types of insurance coverage (Section

7.C. of the Franchise Agreement). (Also required during operation of the

Franchised Business);

I. provide an Initial Training Program for you and one other person (Section 3.A. of

the Franchise Agreement);

J. maintain a toll-free telephone number which may be used by you for

communications with us (Section 8.B. of the Franchise Agreement). (Also during

operation of the Franchised Business);

K. approve the location of your office. You must select your business office site

within your Territory (12).

April 2006 31

Once you have opened your business, you will have access to information helpful to the

operation of your Franchised Business based on reports you submit to us and/or inspections that

we make (Sections 7.D. and 8.B.). In addition, we will furnish guidance to you on:

L. new products, services and methods which we may have discovered or have

developed for the System (Sections 3 and 7 or the Franchise Agreement);

M. the purchase and use of supplies, uniforms, and products (Sections 3 and 7 of the

Franchise Agreement);

N. the formulation and implementation of marketing, advertising, and promotional

programs using the merchandising, advertising, and research data and advice as

we may, periodically, develop for use in your local market Sections 3 and 7 of the

Franchise Agreement);

O. the financial and daily operation of the Franchised Business including its

accounting and record keeping functions (Sections 3 and 7 of the Franchise

Agreement);

P. support for our Customer Care software as defined in its Licensing Agreement

(Exhibit C of the Franchise Agreement);

Q. support for our accounting software, QuickBooks.

National Marketing Fund

Recognizing the value of marketing, advertising, and promotion to the goodwill and

public image of the System, we have established a fund (the “National Marketing Fund”) for

marketing, advertising, promotion, cross-promotion, and public relations programs and

materials. You promise to contribute to the National Marketing Fund the amounts that are agreed

upon by a vote of franchise owners. Votes must be received from at least 75% of the Franchised

Businesses on any proposal regarding the National Marketing Fund. To enact, at least 67% of

those voting must agree with the proposal. All contributions are by EFT and in the frequency

prescribed by the enacted proposal. The National Marketing Fund contribution will be uniform

for all Franchised Businesses, currently this fee, which is subject to change, is $100 per quarter;

however, it will not exceed 2% of their Gross Sales.

Monies collected for the National Marketing Fund pay the costs associated with

preparing and producing various marketing and promotional items as recommended by the

National Marketing Committee. These items may include: 1) video, audio, and written materials,

2) administering and placing national, regional, and multi-regional marketing and advertising

programs, 3) administering and placing cross-promotion programs with third parties, and 4)

employing outside advertising and public relations agencies to provide assistance and support for

public relations, market research, and other advertising, promotion, and marketing activities.

We will direct and coordinate all programs financed by the National Marketing Fund,

following recommendations received from the National Marketing Committee regarding the

creative concepts, materials, and endorsements used and their geographic market, media

placement, and allocation.

We will administer these programs for a fee not to exceed 10% of the National Marketing

Fund revenues as recommended by the National Marketing Committee. Copies of any materials

April 2006 32

developed by the National Marketing Fund are available to you for the cost of reproduction and

shipping.

The National Marketing Fund is not our asset. We account for it separate from our other

funds, and it is for the benefit of the System. During our 2005 fiscal year, 100% of the National

Marketing Fund revenues were used to cover out-of-pocket expenses for joint promotions with

national companies in the consumer products industry or in development of automated marketing

tools approved by the Franchise Advisory Counsel. At the close of each fiscal year, any balance

in the National Marketing Fund rolls forward to the next year. We will furnish to you upon

request, an annual statement of moneys collected and costs incurred by the National Marketing

Fund. We can have the National Marketing Fund incorporated or operated through a separate

entity anytime we deem appropriate, and the successor entity will have all of the rights and

duties specified in this Section.

Local Marketing

You will conduct your own marketing, advertising, and promotion programs, using

approved materials and venues, at the local level at your own expense (See Item 6 and 8). You

must use our approved advertising and marketing materials or receive our written approval of all

advertising and marketing materials from us prior to their use. All advertising and marketing

materials must meet our then current standards and specifications. If you do not receive written

approval within ten days of our receipt of your written request for approval, this advertising and

promotional materials will be considered approved.

You will also participate in an advertising cooperative, if applicable, comprised of all

Franchise Owners located within an advertising cooperative area. We have the right to designate

any geographical area as a Molly Maid advertising cooperative area, and to change the

boundaries for the area at any time. If and when a cooperative exists where your territory is

located, you must become a member and sign an advertising cooperative agreement in a form

reasonably satisfactory to us. Each cooperative will be organized for the sole purpose of placing

advertising and administering local advertising programs in accordance with plans approved by

us. Each cooperative will be governed by majority vote of the owners whose territories are

located within the advertising cooperative area.

Franchise Assessment (Not applicable to additional franchises, Item 5 and Exhibit K)

To assist us in working with you, prior to your Initial Training we may request that you

complete and return to us a franchise assessment profile.

Manuals (Not applicable to additional franchises, Item 5 and Exhibit K)

Upon request, we will permit you to view the Manuals at our home office, or elsewhere

as arranged, before you purchase the Franchise. Before your review, you will sign our then

current Confidentiality and Non-Disclosure Agreement. (See Exhibit G)

Computer Software and Systems

You must use the computer software and hardware that is in the initial package described

in Item 7, explanatory note 2. As technology advances, you may be required to upgrade your

hardware to meet changing software requirements. Any such required changes will be specified

by us in the Manuals or otherwise in writing. However, you will not be obligated to upgrade

more than once every three years.

April 2006 33

You must use our proprietary franchise management software called Customer Care to

maintain your customer record keeping, and QuickBooks to maintain your accounting records

(Item 7). You must utilize up-to-date anti-virus software on any computer used by the Franchise

Business. At all times you must have at least one computer designated for use strictly for the

Molly Maid Franchised Business.

To assist in communications and file transfer, you will also subscribe to an electronic

mail network that allows you to send and receive email. You must also maintain a DSL, Cable,

or Satellite High Speed Internet Connection that allows you to transfer files.

Location Selection

You must select your business office site within your Territory (Item 12). You may not

locate your office outside of your Territory without our express written consent.

Length of Time to Open the Franchised Business

(Not applicable to additional franchises, Item 5

and Exhibit K)

The typical length of time between the signing of the Franchise Agreement and payment

of any consideration for the Franchise, and the opening of the Franchised Business, is 60 - 90

days. Factors affecting this length of time usually include approval of any required third party

financing, delivery of vehicles, normal business start up considerations, and completion of

“RIGHT START” and “The Initial Training” program.

“RIGHT START” and “The Initial Training Program” (Not applicable to additional franchises,

Item 5 and Exhibit K)

The Franchisee must successfully complete our Initial Training program (Section 3.A. of

the Franchise Agreement) within six months of signing the Franchise Agreement and before the

opening of the Franchised Business. Additional persons employed by you may attend on a space

available basis and contingent upon our receipt of our training fee to offset the expenses we incur

(Item 6 of this offering circular). All attendees who are not a party to the Franchise Agreement

must sign our Confidentiality and Non-Disclosure Agreement (Exhibit G of this offering

circular). You must pay for your own and your employees’ travel and living expenses while

attending Initial Training (Item 6 of the offering circular).

Initial Training begins with RIGHT START, which is our comprehensive preparation

program. With guidance from our training team along with training Manuals, you begin a six to

eight week program that includes numerous pre-opening activities. When third party financing

is necessary, we can assist you in the preparation of financial projections for submission. Other

important pre-opening activities include preparing comprehensive financial projections,

completing a territory review, reviewing the Manuals, coordinating your initial advertising

program, acquiring proper insurance, selecting and leasing office space, completing computer

exercises, and acquiring all permits, licenses, and approved vehicles. You may enter Right Start

immediately upon your signing and return to us of the Franchise Agreement and the Initial Fees.

During Right Start, we will tentatively schedule a classroom training session for you to attend.

Classroom training sessions are typically offered each month. Final confirmation of your

scheduled classroom training will be contingent upon your successful completion of Right Start.

The “Initial Training Program” is described in Section 3 of the Franchise Agreement.

Classroom and hands-on training sessions will be conducted at our home office in Ann Arbor,

MI for five days and at one of our Owner Training Centers for four days. This training will be

April 2006 34

conducted by our training staff, franchise services team and experienced franchise owners.

Kelly Beattie, who is disclosed in Item 2, directs our training program. Ms. Beattie has 9 years of

training experience. Training modules cover:

♦ Marketing, public relations, and relationship selling techniques to build your

customer base.

♦ The MOLLY MAID cleaning system.

♦ Daily operations.

♦ Administrative activities including use of Customer Care, our proprietary franchise

management software, and QuickBooks (or other approved) accounting software.

After you return from the Initial Training Program and attend an Owner Training Center,

you are ready to open for business. During the first months of operation, you work closely with

our franchise services team. You will talk with us regularly on the telephone and we’ll do an on-

site visit to your location shortly after you open to reinforce the training you have received and

help you to integrate it into your operation.

[THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

April 2006 35

INITIAL TRAINING PROGRAM TOPICS

Monday Tuesday Wednesday Thursday Friday

• Greetings and

Overview of

Week

• Laying The

Foundation of

Your MOLLY

MAID Business

• Professional

Selling

• The Importance

of Quality

• Conducting In-

Home Estimates

• Cleaning

Equipment and

Supplies

• The Initial

Clean

• In-Field

Training and

In-Home

Estimates

• Professional

Selling Role

Play

• Employee

Benefit

Program

• Marketing

and Public

Relations

• Franchise

Relationship

• Employee

Relations

• Risk

Management

• Customer Care

Training

• QuickBooks

Training

• Review of

Marketing/

Financial Plans

• Graduation

dinner with

executive team

• Employee

Training

• Using Team Web

• The MOLLY

MAID Image

• Ms. Molly

Foundation

Information

• Wrap Up

• Owner Training

Center

Information

Approximately 8

hours of classroom

and hands-on

training.

Approximately 1

hour of classroom

training and 7

hours of field

training.

Approximately 8

hours of

classroom

training.

Approximately 8

hours of classroom

training.

Approximately 5

hours of classroom

training.

OWNER TRAINING CENTER TOPICS

Day 1 Day 2 Day 3 Day 4

• Generating Revenue

•

Launching the Day

• Marketing Strategy

•

Staffing

•

Cleaning training and

employee retention

programs

•

Quality

•

Daily work

•

Auto

•

Inventory

•

Customer Care

Software

•

Closing Out the

Week

Approximately 8 hours

of field training.

Approximately 8 hours

of field training.

Approximately 8 hours of

field training.

Approximately 8 hours

of field training.

In addition to RIGHT START and the Initial Training Program, we offer on-going

training programs to enhance the System, your management of the Franchised Business, and the

services provided to MOLLY MAID customers. Currently, we have chosen to provide on-going

training through the MOLLY MAID intranet web site – which is a web site only for MOLLY

MAID owners, electronic mail, monthly publications, annual conventions, and market meetings.

We reserve the right to revise the training itinerary at any time.

April 2006 36

While we may choose to change formats, times, and locations, you must attend some form of

periodic training session for which we may charge fees. We establish the duration, curriculum,

and location of these sessions. Although our experience indicates that you will attend sessions as

they are offered, you must attend at least one training session, annual convention, or regional

meeting every year. You pay all travel and living expenses that you incur while attending any

session.

Carpet Cleaning Training

Should you be eligible to participate in the carpet cleaning program and have signed the

agreement (Exhibit J of the Offering) you must successfully complete the 2 day training located

in Racine, Wisconsin at your expense. Host/Racine Industries Inc will provide this training.

ITEM 12. TERRITORY.

We award you a Territory within which geographic limits you may offer MOLLY MAID

services to customers (Exhibit A of the Franchise Agreement). We identify Territories by US

Census Bureau Census Tracts or physical or political boundaries. Within your Territory, you and

we will agree on an approximate number of target households that meet our current demographic

formulation based on ESRI Business Information Solutions’ (ESRI BIS) Community™

Tapestry™ segmentation system.

These target households are comprised of any combination of Tapestry subcategories

which are determined based on our knowledge and experience of our customer. The typical

Large-Market Size Territory includes approximately 30,000 to 40,000 target Households. In

certain areas of the country we will approve a Mid-Size Market Territory. The typical Mid-

Market Size Territory includes approximately 20,000 to 30,000 target Households. The Tapestry

data was obtained from ESRI Business Information Solutions, 8620 Westwood Center Drive,

Vienna, VA 22182.

During the term of this Agreement, we promise to:

A. not operate ourselves, nor award to any other party, a MOLLY MAID franchise

within your Territory;

B. not modify the Territory without your prior written permission;

C. not operate ourselves, nor award to any other party, a franchise to operate a

business within your Territory which would sell any service similar to, or be

competitive with, those services you will be offering and which are covered by

this Agreement.

Continuation of your territorial exclusivity is not dependent upon achievement of certain

sales volume, market penetration or other contingencies.

Upon receiving your written request, we may award you additional franchises, provided

that you meet the then current criteria we utilize in the awarding of additional franchises. The

criteria to be awarded an additional franchise is listed our Manuals and may contain criteria such

as the items listed below:

a. You have been operating your business for at least two years and are in

compliance with your Franchise Agreement.

April 2006 37

b. You are meeting minimum market penetration rates which are defined as having

penetrated your market with active regular (weekly, alternate weekly, three

weekly, and monthly) customers in your assigned territory to a level equal to or

greater than the system-wide median penetration rate for businesses that have

been operating more than two years.

c. You can document that you are meeting the marketing requirements of your

current Franchise Agreement(s) or that you are growing your current business at

or above the current system-wide median growth rate for businesses open at least

two years and you must demonstrate the ability and plan to increase marketing

commensurate with the additional territory you are purchasing.

d. You must accept a royalty rate and declining threshold levels that are a weighted

average blend of the then current royalty rate and thresholds that are being offered

to new owners and the rate and thresholds you currently have in your Franchise

Agreement with weighting based on the most current number of Targeted

Households in your current and expansion territories. This blended rate may be

higher and the reduction thresholds may be wider than you are currently

experiencing.

e. You are using the Electronic Funds Transfer Program for payments to Molly

Maid

f. You have not expanded your territory in the last 12 months

g. Your business must not be up for sale and has not been up for sale during the

preceding 12 months

h. The territory you wish to expand into must not be in the active sales process with

an identified candidate at the time of your approval

i. Your expansion must not hamper the ability to sell territories adjacent to your

current or expansion territory

The fixed Initial Franchise Fee and the Initial Package Fee are waived for franchisees

who qualify for the Territory Expansion Program (Item 5) or Million Dollar Circle Program

(Exhibit 5 and Exhibit K); however, you will need to sign a new franchise agreement. In

addition, existing franchisees who are qualified and who participate in the Million Dollar Circle

Program (Item 5 and Exhibit K), may be eligible to be refunded up to all of the Territory Fee for

that franchise. The Territory size for franchisees that participate in the Territory Expansion

Program typically includes 20,000-50,000 target Households and the Million Dollar Circle

Program typically includes 50,000 target Households, and the Territory does not have to be

located contiguously to your existing franchised business.

ITEM 13. TRADEMARKS.

We purchased from Molly Maid International, Inc. the trademarks, service marks, trade

names, logotypes, and numerical symbols listed below for promotion, use, license, and sale by us

throughout the United States, its territorial possessions, and the District of Columbia. The

Franchise Agreement grants to you the license to operate the System in a Territory under the

April 2006 38

MOLLY MAID name and under any other trade names, trade dress, indicia, trademarks, service

marks, and logos currently used or that may be used in the operation of the System (the

"Marks").

The following trademarks, service marks, trade names, logotypes, or other commercial

symbols are registered with the United States Patent and Trademark Office (“PTO”) and the

registrations are on the principal register (the "Registered Marks"):

MARK SERIAL

NUMBER

FILING

DATE

REGISTRATION

NUMBER

REGISTRATION

DATE

MOLLY MAID 73/334229 10/26/1981 1,275,538 04/24/1984

MOLLY MAID

& Design

78/562698 2/8/2005 PENDING PENDING

MS. MOLLY

FOUNDATION

75/181501 12/19/1996 2,256,243 9/22/1998

PINK GLOVE

TREATMENT

78/390,420 3/25/2004 2,938,166 4/5/2005

MS. MOLLY

FOUNDATON

& Design

78/562038 2/7/2005 PENDING PENDING

No state trademark registrations have been filed. We intend, however, to commence an

on-going practice of registering new trademarks for promotional or related advertising activities.

Except for the registrations of the trademarks, service marks, trade names, logotypes, and

other commercial symbols listed above, there are no other effective determinations of the PTO or

of the trademark administrator of any state or court. Neither are there any pending proceedings

or material litigation involving the trademarks, service marks, trade names, logotypes, and other

commercial symbols that are relevant to their use.

There are no agreements currently in effect that significantly limit our rights within the

United States, to use, or license the use, of the above mentioned trademarks, service marks, trade

names, logotypes, or other commercial symbols in any manner material to the Franchise.

You must follow our rules when you use the Marks. You may not use any Mark

(including the name MOLLY MAID) as part of your corporate or legal business name or with

modifying words, terms, designs, or symbols (except for those we license to you). You may not

use any Mark in selling any unauthorized services or products or in any other way we have not

expressly authorized in writing.

You must notify us immediately of any apparent infringement or challenge to your use of

any Mark, or any claim by any person of any rights in any Mark. For any infringement,

challenge, or claim, you may not communicate with any person other than our attorneys, your

attorneys and us. We may take the action we deem appropriate and control exclusively any

April 2006 39

litigation, PTO proceeding, or any other administrative proceeding from the infringement,

challenge, or claim or otherwise concerning any Mark. You must sign any documents and take

any action that, in the opinion of our attorneys, protects and maintains our interests in any

litigation or PTO or other proceeding.

Provided that you have timely notified us of the claim or proceeding and complied with

the Franchise Agreement, we will reimburse you for all damages you suffer in any trademark

infringement proceeding from your authorized use of any Mark, and for all costs you reasonably

incur in defending any claim brought against you or any proceeding in which you are named a

party. We may, at our option, defend and control the defense of any proceeding from your use of

any Mark.

If it becomes advisable at any time for us and/or you to modify or discontinue using any

Mark and/or use one or more additional or substitute trade or service marks, you must comply

with our directions within a reasonable time after receiving notice. We need not reimburse you

for any loss of revenue due to any modified or discontinued Mark or for any expenditure you

make to promote a modified or substitute trademark or service mark.

We do not know of either superior prior rights or infringing uses that could materially

affect your use of our principal Mark in any state.

ITEM 14. PATENTS, COPYRIGHTS, AND PROPRIETARY INFORMATION.

There are no patents material to the franchise.

We assert trade secret and copyright protection for our Manuals, Business Forms,

Videos/DVDs, Customer Care software, and other printed and advertising material contained in

the System. We have not registered these copyrights with the United States Registrar of

Copyrights. You may use these items only in the way we specify and only while operating your

Franchised Business.

Currently there are no effective determinations of the Copyright Office (Library of

Congress) or any court regarding any of the copyrighted materials. There are no agreements

currently in effect that significantly limit our right to use or allow others to use the copyrighted

materials. We do not actually know of any infringing uses that could materially affect your use

of the copyrighted materials in any state. We need not protect or defend copyrights, although we

intend to do so when this action is in the best interest of the System.

Our Manuals and other materials contain our confidential information, including the

instruction, methods, and techniques used in the key management areas of the Franchised

Business, marketing and promotion, daily operations, personnel, and financial management.

ITEM 15. OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THE

FRANCHISE BUSINESS.

You must at all times faithfully, honestly, and diligently perform your obligations under

the Franchise Agreement. You must not engage in any other business or activity that conflicts

with your obligations to operate the Franchised Business. You must designate one managing

owner as our primary contact with the Franchised Business. The Managing Owner will

April 2006 40

continuously exert his/her full-time best efforts to manage promote and enhance the Franchised

Business. In the case of multiple owners, only one Managing Owner will be required to work

full-time in the Franchised Business. The Managing Owner must successfully complete our

Initial Training program (Section 3.A. of the Franchise Agreement) within six months of signing

the Franchise Agreement and before the opening of the Franchised Business.

Prior to attending Initial Training, and/or upon any change to the Legal Entity ownership,

you must submit to us a Corporate Resolution which states the name of the Corporation or LLC.,

the legal names of all of the partners or shareholders, the percentage of ownership that each

member controls, their place of residence and their agreement to be bound by the terms of the

Franchise Agreement. In the case of multiple owners, you must submit a dispute resolution that

states what you will do if there is a conflict between any owners of the legal entity. In addition,

at all times, at least 67% of the company must be controlled by owners who have signed the

Franchise Agreement. The remaining owners must sign a written agreement to maintain

confidentiality of the trade secrets and their agreement to abide by the covenant not to compete,

as described in Sections 6 and 13 of the Franchise Agreement.

ITEM 16. RESTRICTIONS ON SERVICES OFFERED BY FRANCHISE OWNER.

You must offer and provide all of the services that we require for MOLLY MAID

franchises. You may not market or perform any services that we have not authorized. Our

System Standards may regulate required or authorized services and service categories and

supplies. There are no limits on our right to change, periodically, required and/or authorized

services and service categories, and we may do so at our discretion.

You may not market or perform services for customers geographically located outside

your Territory (Section 1.C. of the Franchise Agreement) without our express, written approval.

If we approve you to service an area outside of your Territory, and we subsequently withdraw

our approval or award a franchise to a third party whose Territory includes customers that you

have been servicing, all information regarding the customers being serviced in the area must be

immediately transferred to us. In addition, you will immediately discontinue all solicitation of

customers in the area and will refer any requests for service to either us or to the franchise owner

who has purchased the Territory. You will receive no compensation for cessation of service or

information delivery and failure to comply with our written notice requiring customer transfer

can result in termination of the Franchised Business (Section 12.B. of the Franchise Agreement).

You must offer and provide all of the services that we require for Molly Maid Franchises.

You may not market or perform any services that we have not authorized. Our System Standards

may regulate required or authorized services and service categories and supplies. There are no

limits on our right to periodically change required and/or authorized services and service

categories, and we may do so at our discretion.

ITEM 17. RENEWAL, TERMINATION, TRANSFER, AND DISPUTE RESOLUTION.

THIS TABLE LISTS CERTAIN IMPORTANT PROVISIONS OF THE FRANCHISE

AND RELATED AGREEMENTS PERTAINING TO RENEWAL, TERMINATION,

April 2006 41

TRANSFER, AND DISPUTE RESOLUTION. YOU SHOULD READ THESE PROVISIONS

IN THE AGREEMENTS ATTACHED TO THIS OFFERING CIRCULAR.

Provision

Section in

Franchise

Agreement

(Note 1 and

Note 2)

Summary

a. Term of the

franchise

Section 1 Term is 10 years from date of Execution of

Agreement

b. Renewal or

extension of the

term

Section 11 If you are in good standing and full

compliance with the Franchise Agreement

you can add additional consecutive renewal

terms of 10 years

c. Requirements for

you to renew or

extend

Section 11 We will notify you of your option to renew

and you will sign new agreement, pay

renewal fee, and sign release and waiver

d. Termination by you Section

12.A.

You may terminate any time with at least 60

days prior written notice

e. Termination by us

without cause

We may not terminate you without cause

f. Termination by us

(with cause)

Section

12.B.

We can terminate you only if you commit

one of several violations

g. "Cause" defined -

defaults which can

be cured

Section

12.B.

You have 10 days to make payment of any

amounts due to us following receipt of

written notice, 15 days after notification of

non-compliance with any law or regulation,

30 days to cure failures to operate the

Franchised Business as specified by us in

our Manuals and other confidential

materials.

h. "Cause" defined -

defaults which

cannot be cured

Section

12.B.

Non-curable defaults include failure to

successfully complete Initial Training within

6 months from the date you sign the

Franchise Agreement, abandonment, un-

approved transfers, material

misrepresentations or omissions, conviction

of a felony, failure to maintain insurance,

interference with our inspection rights,

failure to transfer on death or disability,

April 2006 42

Provision

Section in

Franchise

Agreement

(Note 1 and

Note 2)

Summary

violation of any of the transfer provisions,

dishonest or unethical conduct, unauthorized

use or disclosure of the Manuals or

confidential information, failure to pay

taxes, failure to comply with System

Standards, repeated defaults (even if cured),

understating Royalty by 5% or more, failure

to cease servicing customers outside of your

Territory, failure to provide us, on a timely

asis, with any report, statement or return we

require, failure to comply with modification

to System Standards, failure to comply with

any condition, warranty or certification

i. Your obligations

on termination/

non-renewal

Section 13 Obligations include complete de-

identification, transfer of phone numbers to

us, payment of amounts due, return of all

materials, and delivery of all customer

information and to sign a release (also see r,

below)

j. Assignment of

contract by us

Section

10.A.

No restriction on us of the right to assign

k. "Transfer" by you -

definition

Section

10.B.

Includes transfer or assignment of the

Agreement, the Franchise, the Franchised

Business or any part thereof

l. Approval of

transfer by us

Section

10.B.

We have the right to approve all transfers if

specified conditions are met

m. Conditions for

approval of transfer

by us

Section

10.B.

New franchise owner qualifies, transfer fee

paid, purchase agreement approved, training

completed, release signed

y you and current

agreement signed by new franchise owner.

All monies must be paid to Molly Maid, Inc.

prior to the transfer (also see r, below)

April 2006 43

Provision

Section in

Franchise

Agreement

(Note 1 and

Note 2)

Summary

n. Our right of first

refusal to acquire

your business

Section

10.E.

Before transferring your interest in the

Franchise Agreement, you must first offer us

the right to purchase the interest on the same

terms and conditions contained in any bona

fide offer.

o. Our option to

purchase your

business

N/A We do not have an option to purchase your

business

p. Your death or

disability

Section

10.D.

Transfer within 1 year of your death or

disability. Your heirs may continue to

operate your Franchised Business if the

party would otherwise qualify as an assignee

q. Non-competition

covenants during

the term of the

franchise

Section 6 No involvement in competing business

r. Non-competition

covenants after the

franchise is

terminated or

expires

Sections

13.D.

You may not engage or be involved in any

manner in a competing business for 18

months in your former Territory, within a

radius of 18 miles from the center of your

former Territory, or in any Territories of any

MOLLY MAID franchises in operation at

the time of Termination

s. Modification of

Agreement

Section

15.J.

No modifications generally but Manuals and

System Standards are subject to change

t. Integration/

merger clause

Section

15.L.

Only the terms of the Franchise Agreement

are binding (subject to state law). No other

promises are enforceable

u. Dispute resolution

by arbitration

Section

15.F.

Except for certain claims, all disputes will be

arbitrated before the American Arbitration

Association office closest to our then

principal business address

April 2006 44

Provision

Section in

Franchise

Agreement

(Note 1 and

Note 2)

Summary

v. Choice of forum Section

15.G.

All actions will be commenced in the state,

and in the state or federal court of general

jurisdiction, closest to our principal business

address at the time of the action

w. Choice of law Section 15.

Except for Federal Arbitration Act and other

federal law, Michigan law applies

Note 1:

These states have statutes which may supersede the franchise agreement in your

relationship with the franchisor including the areas of termination and renewal of your franchise:

ARKANSAS [Stat. Section 70-807], CALIFORNIA [Bus. & Prof. Code Sections 20000-20043],

CONNECTICUT [Gen. Stat. Section 42-133e et seq.], DELAWARE [Code, tit.], HAWAII [Rev.

Stat. Section 482E-1], ILLINOIS 815 ILCS 705/19 and 705/20-44-*Please See additional

disclosures required by the state of Illinois, and 705/20, INDIANA [Stat. Section 23-3-2.7],

IOWA [Code Sections 523H.1-523H.17], MICHIGAN [Stat. Section 19.854(27)],

MINNESOTA [Stat. Section 80C.14], MISSISSIPPI [Code Section 75-24-51], MISSOURI [Stat.

Section 407.400], NEBRASKA [Rev. Stat. Section 87-401], NEW JERSEY [Stat. Section 56:10-

1], SOUTH DAKOTA [Codified Laws Section 37-5A-51], VIRGINIA [Code 13.1-557-574-

13.1-564], WASHINGTON [Code Section 19.100.180], WISCONSIN [Stat. Section 135.03].

These and other states may have court decisions which may supersede the franchise agreement in

your relationship with us including the areas of termination and renewal of your franchise. These

and other states may have statues that may supersede the franchise agreement in your

relationship with us regarding any of these provisions, please see the state additional disclosures

regarding this.

Note 2:

For owners who are awarded an additional franchise (Item 5), including those who

participate in the Million Dollar Circle Program (Exhibit K), the renewal, termination, transfer

and dispute resolution terms of the Franchise Agreement remain the same as stated above.

ITEM 18. PUBLIC FIGURES.

We do not use any public figures to promote our franchise.

April 2006 45

ITEM 19. EARNINGS CLAIMS.

We have included below certain sales and financial information for MOLLY MAID

franchisees in transacting business during 2005. We do not make any representations or

statements of actual, or average, or projected, or forecasted sales, profits or earnings to

franchisees except for the information that appears in this Item. We specifically instruct our

Franchise Development Managers, agents, employees, officers and brokers that they are not

permitted to make any claims or statements as to the earnings, sales or profits, or prospects of

any chances of success, nor do we authorize them to represent or estimate dollar figures as to any

franchisee’s operation. Any representations as to earnings, sales, profits, or prospects or chances

for success, except as set forth in this Item, are unauthorized.

You should disregard any unauthorized information, whether oral or written, concerning

the actual, average, projected, forecasted, or potential sales, costs, income or profits, or the

prospects or chances of success, or representations or estimated dollar figures as to a franchisee’s

operation. You should immediately contact MOLLY MAID of any such unauthorized

information or representation by contacting Ms. Kristi Mailloux, Executive Vice President of

Operations or Ms. Laura Sartell, License Administration Manager, in writing at 3948 Ranchero

Drive, Ann Arbor, MI 48108.

Actual results vary from franchise to franchise, and we cannot estimate the results of a

particular franchise. A new franchisee’s results are likely to differ from the results shown in this

Item. We recommend that you make your own independent investigation to determine whether

or not the franchise may be profitable, and consult with an attorney and other advisors prior to

executing the Franchise Agreement.

As of December 31, 2005, there were 361 MOLLY MAID franchises in the United

States. These franchises were owned and operated by 248 franchise owners ("Operators") who

consolidated their sales for the purpose of reporting. Two Operators, who had been through

initial training but had not yet opened, has been excluded because they had not yet generated any

revenue.

At your written request, we will make available to you for inspection and review the data

utilized in compiling the results presented in this Item.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

April 2006 46

TABLE 1: STATEMENT OF AVERAGE GROSS SALES

INFORMATION FOR 2005

The following table provides the average gross sales information by quartile for all

Operators that had been in operation for one calendar year or more as of December 31, 2004.

The average sales numbers are based on the Gross Sales figures for the calendar year 2005 that

was reported by the Operators directly from our proprietary software package, Customer Care.

GROSS SALES INFORMATION FOR 2005

BY ALL OPERATORS IN OPERATION FOR ONE CALENDAR YEAR

OR MORE AS OF DECEMBER 31, 2004

Average Gross

Sales

Number

Operator

s High Low

Number

above

average

Number

below

Average

First Quartile $1,209,521.66 41

$3,108,251.50

$762,678.00 15 26

Second Quartile $605,024.73 42 $754,452.83 $489,533.98 21 21

Third Quartile $381,533.71 42 $488,417,26 $299,846.25 21 21

Fourth Quartile $216,999.17 41 $296,846.25 $41,910.00 25 16

All Operators $601,944.63 166 $3,108,251.50 $41,910.00 62 104

68 Operators operated multiple MOLLY MAID franchises and each such Operator's results are

consolidated for the purposes of this table.

Excludes Operators that ceased operation during 2005.

April 2006 47

TABLE 2: STATEMENT OF AVERAGE WEEKLY GROSS SALES INFORMATION BY

YEAR FOR ESTABLISHED OPERATORS

The following table provides the average weekly gross sales information by year for all

established Operators, we consider an operator to be established if it has been in operation for 1

calendar year or more as of December 31, 2003. The average gross sales numbers are based on

the Gross Sales figures for the calendar years 2003, 2004 and 2005 that were reported by the

Operators directly from our proprietary software package, Customer Care.

Average Weekly Gross Sales Information by Year for Established Businesses

Year

Average

Weekly Sales

Number of

Operators High Low

Number

Above

Average

Number

Below

Average

2003 $ 9,842 164 $46,298.91 $343.17 65 99

2004 $10,321 164 $50,048.21 $1,045.80 65 99

2005 $11,315 164 $57,830.07 $805.96 62 102

Average Weekly Gross Sales for Established Businesses

$9,842

$10,231

$11,315

$9,000

$9,500

$10,000

$10,500

$11,000

$11,500

2003 2004 2005

Weekly Sales

As of December 31, 2005, 64 Operators represented in this table operated multiple MOLLY MAID

franchises and each such Operator's results are consolidated for the purposes of this table.

Excludes Operators that ceased operation during 2005.

April 2006 48

TABLE 3: STATEMENT OF NUMBER OF WEEKS

FOR OPERATORS OPENED DURING YEAR

TO AVERAGE $4,000 PER WEEK IN GROSS SALES

The following table provides information regarding the number of weeks that it took the Operators to

average $4,000 per week in Gross Sales, by the year that the Operator opened for business. Sales

information is from the years 2001, 2002, 2003, 2004 and 2005 and was reported by the Operators

directly through our proprietary software package, Customer Care. Years are from January 1 to

December 31.

Number of Weeks for Operators to Average $4,000 per Week

in Gross Sales by Year Opened

Years Business

Opened

Average

Weeks to

$4,000

Number of

Operators High Low

Number

Above

Average

Number

Below

Average

2001 59 6 $5,171 $3,363 3 3

2002 54 8 $8,090 $1,277 2 6

2003 51 15 $6,146 $978 8 7

2004 40 34 $9,285 $1,358 18 16

2005 27 29 $9,038 $850 12 17

The High, Low, Number Above Average, Number Below Average show reported Gross sales of the

Operators in the week that all Operators in that group reached an average of $4,000 per week in sales.

The years 2001, 2002, 2003 and 2004, includes all Operators that opened during that year, regardless of

whether they were open, closed or transferred by the end of 2005. The year 2005, includes the 29

operators who were open for at least 27 weeks of the year.

In 2002 and 2005 one franchise owner and in 2003 two franchise owners represented in this table operated

multiple franchises; and each such Operator's results are consolidated for the purposes of this table.

Weeks for New Businesses to Average $4,000

per Week in Gross Sales by Year Opened

2001 2002 2003 2004 2005

ear Businesses Opened

Weeks

April 2006 49

TABLE 4: STATEMENT OF NUMBER OF WEEKS FOR OPERATORS

OPENED DURING YEAR

TO AVERAGE $5,000 PER WEEK IN GROSS SALES

The following table provides information regarding the number of weeks that it took the Operators to

average $5,000 per week in Gross Sales, by the year that the Operator opened for business. Sales

information is from the years 2001, 2002, 2003, 2004 and 2005 and was reported by the Operators

directly through our proprietary software package, Customer Care. Years are from January 1 to

December 31.

Number of Weeks for Businesses to Average $5,000 per Week

in Gross Sales by Year Opened

Years Business

Opened

Average

Weeks to

$5,000

Number of

Operators High Low

Number

Above

Average

Number

Below

Average

2001 94 6 $8,068 $3,214 3 3

2002 82 8 $10,085 $1,744 2 6

2003 65 15 $7,576 $1,498 9 6

2004 57 34 $13,439 $1,417 15 19

2005 36 18 $8,026 $2,969 8 10

The High, Low, Number Above Average, Number Below Average show reported sales of the Operators

in the week that all Operators in that group reached an average of $5,000 per week in sales.

The years 2001, 2002, 2003 and 2004, includes all Operators that opened during that year, regardless of

whether they were open, closed or transferred by the end of 2005. The year 2005, includes the 18 operators

who were open for at least 36 weeks of the year.

In 2002 and 2005 one franchise owner and in 2003 two franchise owners represented in this table operated

multiple franchises; and each such Operator's results are consolidated for the purposes of this table.

Weeks for New Businesses to Average $5,000

per Week in Gross Sales by Year Opened

100

2001

2002 2003 2004 2005

Year Businesses Opened

Week

April 2006 50

TABLE 5: STATEMENT OF AVERAGE PRICE PER CLEAN

The following table provides the Average Price per clean for the years 2001, 2002, 2003, 2004

and 2005. Years are from January 1 to December 31. The Average was determined by taking

the Total Revenue for all operators in each year, as they reported to us and dividing it by the

total number of cleans that took place by all operators during that year, as they reported to us

directly through our proprietary software package, Customer Care.

Average Price Per Clean for 2001 - 2005

$79

$82

$86

$90

$95

$70.00

$75.00

$80.00

$85.00

$90.00

$95.00

$100.00

2001 2002 2003 2004 2005

Year

Price

Includes all Operators that were in operation during that year, regardless of whether they are still

open or have closed or transferred their business.

April 2006 51

TABLE 6: STATEMENT OF AVERAGE CLOSE RATE PER ESTIMATE

The following table shows the average close rate for all estimates performed by Operators for the

period of January 1, 2005 to December 31, 2005 as reported by the Operators. The Average was

determined by taking the total closed estimates and dividing it by the total number of estimates

performed during the year, as the operators reported to us directly through our proprietary

software package, Customer Care.

Average Close Rate per Estimate

Average Close Rate per Estimate 67.8%

Includes the Operators that were in operation during that year, regardless of whether they are

still open or have closed or transferred their business.

* * *

Note 1 Tables 1 – 6 were prepared from data obtained from the unaudited royalty report

statements prepared by Molly Maid, Inc. for the statement period of January 1, 2005

to December 31, 2005.

Note 2 Gross sales reflect the total average weekly sales for the Operators included in the

sample, as reported to us through our proprietary software package, Customer Care,

and do not include sales tax. Variations among Operators may be caused by a

variety of factors, such as location, demographics, general economic conditions,

weather conditions, individual pricing, competition and other seasonal factors, as

well as the efforts of the individual Operator and his/her team.

Note 3 Achieving any sales level is a function of having enough staff and cars to adequately

meet demand.

THE RESULTS WHICH APPEAR IN THIS ITEM SHOULD NOT BE CONSIDERED AS

THE ACTUAL OR PROBABLE SALES, INCOME, GROSS OR NET PROFITS THAT

WILL BE REALIZED BY ANY FRANCHISEE. WE DO NOT REPRESENT THAT YOU

CAN EXPECT TO ATTAIN SUCH SALES, INCOME, GROSS OR NET PROFITS.

THERE IS NO ASSURANCE THAT YOU WILL DO AS WELL. IF YOU RELY UPON

OUR FIGURES, YOU MUST ACCEPT THE RISK OF NOT DOING AS WELL.

April 2006 52

ITEM 20. LIST OF OUTLETS

FRANCHISE STATUS SUMMARY

FOR THE YEARS ENDED

DECEMBER 31, 2003/2004/ 2005

State Franchises

Transferred

Franchises

Cancelled or

Terminated

Franchises Not

Renewed

Franchises

Reacquired by

Franchisor

Total From

Left

Columns

Franchises Open

for Business

Year 03 04 05 03 04 05 03 04 05 03 04 05 03 04 05 03 04 05

Alabama 0 0 0 0 0 0 0 0 000 00 0 0 122

Arkansas 0 0 1 0 0 0 0 0 000 00 0 1 222

Arizona 0 1 0 3 0 0 0 2 000 03 3 0 777

Bermuda 0 0 0 0 0 0 0 0 000 00 0 0 000

California 2 0 6 0 0 2 0 2 400 02 2 12 61 61 70

Colorado 0 0 2 0 0 0 0 0 000 00 0 2 121315

Connecticut 1 0 0 0 0 0 0 0 000 01 0 0 122

Florida 4 0 1 0 0 2 0 0 000 04 0 3 131621

Georgia 0 0 2 0 2 0 0 0 000 00 2 2 699

Idaho 0 0 0 0 0 0 0 0 000 00 0 0 011

Iowa 0 0 0 0 0 0 0 0 000 00 0 0 222

Illinois 0 0 2 0 1 0 0 0 000 00 1 2 171721

Indiana 0 0 0 0 0 0 0 0 000 00 0 0 444

Kansas 0 0 0 0 0 0 0 0 000 00 0 0 222

Note: All numbers are as of December 31 of that year. A list of the names and addresses of the current Franchise businesses, as of December 31, 2005,

is attached in Exhibits C-1 of the Offering Circular

The name and last known home address and telephone number of every franchisee who has had an outlet terminated, canceled, not renewed, or

otherwise voluntarily or involuntarily ceased to do business under the franchise agreement during the most recently completed fiscal year or who has not

communicated with the franchisor within 10 weeks of the application date is listed in exhibit C-2 of this offering circular and is current as of December

31, 2005.

April 2006 53

State

Franchises

Transferred

Franchises

Cancelled or

Terminated

Franchises Not

Renewed

Franchises

Reacquired by

Franchisor

Total From

Left

Columns

Franchises Open

for Business

Year 03 04 05 03 04 05 03 04 05 03 04 05 03 04 05 03 04 05

Kentucky 1 0 2 0 0 0 0 0 000 01 0 2 344

Louisiana 0 0 0 0 0 0 0 0 000 00 0 0 000

Maine 0 0 0 1 0 0 0 0 000 01 0 0 000

Maryland 1 0 0 0 0 0 0 0 000 01 0 0 677

Massachusetts 0 0 0 0 0 0 0 0 000 00 0 0 227

Michigan 2 0 2 0 1 0 0 0 000 02 1 2 212122

Minnesota 0 1 0 0 0 0 0 0 000 00 1 0 555

Missouri 0 0 0 0 0 0 0 0 000 00 0 0 226

Mississippi 0 0 0 0 0 0 0 0 000 00 0 0 111

Nebraska 0 0 0 0 0 0 0 0 000 00 0 0 000

Nevada 0 2 0 0 0 0 0 0 000 00 2 0 335

New Hampshire 0 0 0 0 0 0 0 0 000 00 0 0 011

New Jersey 0 0 0 0 1 0 0 0 000 00 1 0 101316

New Mexico 0 0 0 0 0 0 0 0 000 00 0 0 001

New York 2 1 0 0 0 0 0 0 000 02 1 0 101315

North Carolina 0 1 2 0 3 0 0 0 000 00 4 2 121012

Ohio 2 1 1 0 0 1 0 0 000 02 1 2 121413

Oklahoma 0 0 0 0 0 0 0 0 000 00 0 0 111

Oregon 0 0 0 1 0 0 0 0 000 01 0 0 000

Pennsylvania 0 0 0 0 0 0 0 0 0 0 0 00 0 0 456

Puerto Rico 0 0 0 0 1 0 0 0 000 00 1 0 766

Rhode Island 0 0 0 0 0 0 0 0 000 00 0 0 001

South Carolina 1 0 1 0 0 0 0 0 000 01 0 1 456

Tennessee 0 0 1 0 0 0 0 0 000 00 0 1 446

Texas 2 0 3 1 0 0 0 0 000 03 0 3 212328

Utah 0 0 0 0 0 0 0 0 000 00 0 0 000

Virginia 0 1 0 0 1 0 0 0 000 00 2 0 191923

Washington 0 0 0 0 0 1 0 0 100 00 0 2 577

April 2006 54

State

Franchises

Transferred

Franchises

Cancelled or

Terminated

Franchises Not

Renewed

Franchises

Reacquired by

Franchisor

Total From

Left

Columns

Franchises Open

for Business

Year 03 04 05 03 04 05 03 04 05 03 04 05 03 04 05 03 04 05

Wisconsin 1 0 0 0 0 0 0 0 000 01 0 0 444

West Virginia 0 0 0 0 0 0 0 0 000 00 0 0 000

TOTALS 19 8 24 6 10 6 0 4 500 025 22 35 284 308 361

Status of Company Owned Franchise Businesses

For Years of 2003/2004/2005

December 31, 2005

Franchises Closed

Franchises

Opened

Total Franchises

Operating

2003 2004 2005 2003 2004 2005 2003 2004 2005

All

States 0 0 0 0000 0 0

April 2006 55

Projected Openings as of December 31, 2005

State

Franchises Sold

but not Open

Projected

Franchised New

Businesses in the

Next Fiscal Year

Projected

Company Owned

Companies in the

Next Fiscal Year

Year 03 04 05 03 04 05 03 04 05

Alabama 0 0 00010 0 0

Arkansas 0 0 10010 0 0

Arizona 0 0 01110 0 0

Bermuda 0 0 00000 0 0

California 1 5 02240 0 0

Colorado 0 0 11100 0 0

Connecticut 0 0 10020 0 0

Florida 1 1 50030 0 0

Georgia 2 1 01220 0 0

Idaho 0 0 00000 0 0

Iowa 0 0 00000 0 0

Illinois 1 0 01120 0 0

Indiana 0 0 01110 0 0

Kansas 0 0 00020 0 0

Kentucky 0 0 00100 0 0

Louisiana 1 0 00020 0 0

Maine 0 0 00010 0 0

Maryland 0 0 02020 0 0

Massachusetts 0 0 02020 0 0

Michigan 0 0 01110 0 0

Minnesota 0 0 10120 0 0

Missouri 0 0 00110 0 0

Mississippi 0 0 00010 0 0

Nebraska 0 0 00010 0 0

Nevada 0 0 00110 0 0

New Hampshire 0 0 00010 0 0

New Jersey 0 0 001 30 0 0

New Mexico 0 0 00020 0 0

New York 1 0 01140 0 0

North Carolina 0 1 01110 0 0

Ohio 0 0 01110 0 0

Oklahoma 0 0 00010 0 0

Oregon 0 0 00010 0 0

Pennsylvania 0 0 11130 0 0

Puerto Rico 0 0 02100 0 0

Rhode Island 0 0 0 0 0 0 0 0 0

South Carolina 0 0 1 0 1 0 0 0 0

April 2006 56

State

Franchises Sold

but not Open

Projected

Franchised New

Businesses in the

Next Fiscal Year

Projected

Company Owned

Companies in the

Next Fiscal Year

Year 03 04 05 03 04 05 03 04 05

Tennessee 0 0 0 0 1 1 0 0 0

Texas 0 0 0 3 2 2 0 0 0

Utah 0 0 0 0 0 2 0 0 0

Virginia 0 0 0 2 1 0 0 0 0

Washington 0 0 1 2 1 2 0 0 0

Wisconsin 0 0 0 0 0 2 0 0 0

West Virginia 0 0 0 0 0 1 0 0 0

TOTALS 7 8 12 25 25 60 0 0 0

Exhibit C

includes the names, addresses and telephone numbers of all franchise

owners as of December 31, 2005. Exhibit C

includes the names, home addresses and

phone numbers whose franchises were transferred or terminated from January 1, 2005

through December 31, 2005. There are no franchise owners who failed to communicate

with us within 10 weeks of the date of the franchise application related to this Circular.

ITEM 21. FINANCIAL STATEMENTS.

Exhibit A is our audited balance sheets, statements of operations, stockholders’

equity and cash flows for the fiscal years ending December 31, 2005, December 31,

2004, and December 31, 2003.

ITEM 22. CONTRACTS.

The following Agreements are exhibits to the Offering:

a) Franchise Agreement and its Exhibits (Exhibit B)

b) Bank Account Debit Authorization (Exhibit D)

c) Confidentiality and Non-Disclosure Agreement (Exhibit G)

d) Disclosure Acknowledgment Statement (Exhibit H)

e) Mutual Release (Exhibit I)

f) Carpet Cleaning Agreement (Exhibit J)

g) Million Dollar Program Addendum (Exhibit K)

h) Additional Disclosures/Riders (Exhibit L)

ITEM 23. ACKNOWLEDGMENT OF RECEIPT BY PROSPECTIVE FRANCHISE

OWNER.

The final page of this Offering Circular is a detachable document acknowledging receipt

of the Offering Circular. If this page, or any other pages or exhibits are missing from

your copy, please notify us immediately.

April 2006 57

EXHIBIT A: FINANCIAL STATEMENTS

April 2006 58

April 2006 59

EXHIBIT B : FRANCHISE AGREEMENT AND EXHIBITS

April 2006 60

April 2006 61

TABLE OF CONTENTS

1. INTRODUCTION, ACKNOWLEDGMENTS, AND AWARD OF FRANCHISE.....................................63

A. INTRODUCTION...........................................................................................................................................63

B. AWARD OF FRANCHISE.............................................................................................................................63

C. TERRITORY...................................................................................................................................................64

D. RIGHTS WE RESERVE.................................................................................................................................65

2. FEES AND OTHER MONETARY REQUIREMENTS................................................................................65

A. INITIAL FRANCHISE FEE............................................................................................................................65

B. INITIAL PACKAGE FEE...............................................................................................................................65

C. ROYALTY......................................................................................................................................................65

D. LATE PAYMENT SERVICE FEE AND INTEREST. ...................................................................................66

E. DEFINITION OF GROSS SALES..................................................................................................................67

F. REQUIREMENT TO ACHIEVE A MINIMUM LEVEL OF GROSS SALES...............................................67

G. NATIONAL MARKETING FUND................................................................................................................67

H. LOCAL MARKETING, ADVERTISING, AND PROMOTION....................................................................68

I. FRANCHISE MANAGEMENT SOFTWARE LICENSING AGREEMENT AND FEES.............................69

J. HIGH SPEED INTERNET CONNECTION, ELECTRONIC MAIL NETWORK AND WEBSITE..............70

K. OUTSTANDING ROYALTIES AND FEES OF PREDECESSOR................................................................70

3. TRAINING AND GENERAL GUIDANCE....................................................................................................70

A. TRAINING......................................................................................................................................................70

B. GENERAL GUIDANCE.................................................................................................................................71

C. OPERATING MANUALS..............................................................................................................................71

D. DELEGATION OF PERFORMANCE. ..........................................................................................................72

4. MARKS..............................................................................................................................................................72

A. OWNERSHIP AND GOODWILL OF MARKS.............................................................................................72

B. NOTIFICATION OF INFRINGEMENTS AND CLAIMS.............................................................................72

C. LIMITATIONS ON YOUR USE OF MARKS. ..............................................................................................73

5. CONFIDENTIAL AND PROPRIETARY INFORMATION. ......................................................................74

A. CONFIDENTIAL INFORMATION...............................................................................................................74

B. PROPRIETARY INFORMATION/CUSTOMER LISTS...............................................................................75

6. COVENANTS REGARDING COMPETITION............................................................................................75

A. FOR YOU........................................................................................................................................................75

B. FOR YOUR EMPLOYEES.............................................................................................................................75

C. OUR RIGHT TO ENFORCE NON-COMPETITION COVENANTS............................................................76

7. SYSTEM STANDARDS. ..................................................................................................................................76

A. COMPLIANCE WITH SYSTEM STANDARDS...........................................................................................76

B. MODIFICATION OF SYSTEM STANDARDS.............................................................................................77

C. INSURANCE..................................................................................................................................................78

D. RECORDS, REPORTS AND FINANCIAL STATEMENTS.........................................................................79

8. INSPECTIONS AND AUDITS. .......................................................................................................................80

A. OUR RIGHT TO INSPECT THE FRANCHISED BUSINESS.......................................................................80

B. OUR RIGHT TO AUDIT. ...............................................................................................................................80

9. TAXES AND ADVANCES...............................................................................................................................81

April 2006 62

A. TAXES............................................................................................................................................................81

B. ADVANCES...................................................................................................................................................81

10. TRANSFER. ..................................................................................................................................................81

A. BY US. ............................................................................................................................................................81

B. BY YOU..........................................................................................................................................................81

C. YOUR DEATH OR DISABILITY..................................................................................................................82

D. OUR RIGHT OF FIRST REFUSAL................................................................................................................83

11. EXPIRATION OF THIS AGREEMENT. ..................................................................................................83

A. YOUR RIGHT TO RENEW THIS AGREEMENT.........................................................................................83

B. AWARD OF A RENEWAL TERM. ...............................................................................................................84

C. AGREEMENTS/RELEASES. ........................................................................................................................84

D. RENEWAL FEE..............................................................................................................................................84

12. TERMINATION OF AGREEMENT..........................................................................................................84

A. BY YOU..........................................................................................................................................................84

B. BY US. ............................................................................................................................................................85

13. POST TERMINATION OBLIGATIONS...................................................................................................87

A. PAYMENT OF AMOUNTS OWED TO US...................................................................................................87

B. MARKS...........................................................................................................................................................87

C. CONFIDENTIAL INFORMATION...............................................................................................................88

D. COVENANT NOT TO COMPETE.................................................................................................................89

E. CONTINUING OBLIGATIONS. ...................................................................................................................89

14. RELATIONSHIP OF THE PARTIES/INDEMNIFICATION.................................................................89

A. INDEPENDENT CONTRACTORS. ..............................................................................................................89

B. NO LIABILITY FOR ACTS OF OTHER PARTY. ........................................................................................90

C. INDEMNIFICATION.....................................................................................................................................90

15. ENFORCEMENT..........................................................................................................................................90

A. SEVERABILITY. ...........................................................................................................................................90

B. WAIVER OF OBLIGATIONS. ......................................................................................................................91

C. FEES AND EXPENSES..................................................................................................................................91

D. YOU MAY NOT WITHHOLD PAYMENT TO US.......................................................................................91

E. RIGHTS OF PARTIES ARE CUMULATIVE................................................................................................91

F. ARBITRATION..............................................................................................................................................91

G. JURISDICTION..............................................................................................................................................93

H. CHOICE OF LAW. .........................................................................................................................................93

I. WAIVER OF PUNITIVE DAMAGES AND JURY TRIAL...........................................................................93

J. BINDING EFFECT.........................................................................................................................................93

K. LIMITATIONS OF CLAIMS..........................................................................................................................93

L. CONSTRUCTION..........................................................................................................................................93

M. COMPLIANCE WITH OTHER LAWS..........................................................................................................94

16. NOTICES AND PAYMENTS......................................................................................................................94

17. YOUR AFFIRMATIONS.............................................................................................................................95

April 2006 63

MOLLY MAID, INC.

FRANCHISE AGREEMENT

THIS FRANCHISE AGREEMENT (the "Agreement") is made and entered into this

______ day of ___________, 20___, by and between MOLLY MAID, INC., a Michigan

corporation, with its principal place of business at 3948 Ranchero Drive, Ann Arbor,

Michigan (referred to in this Agreement as "we," "us," and "ourselves"), and «Name1» and

«Name2» (together referred to as the "Managing Owner

"), residents of the state of

«state», and a «state» «LLC_or_Corp» to be formed or already existing whose principal

address is «Address» (referred to in this Agreement as “you,” “your” or “Franchisee”). The

Managing Owners are personally responsible for the obligations of the Franchisee under

this Agreement, except not for third party claims as excluded in section 14.C.

1. INTRODUCTION, ACKNOWLEDGMENTS, AND AWARD OF FRANCHISE

A. INTRODUCTION.

The MOLLY MAID system for professional residential housekeeping originated in

Canada in 1979. In 1984, we purchased the rights to franchise the system in the United

States and, since that time, have spent considerable resources, time, and effort on the

development, promotion, and servicing of MOLLY MAID businesses.

We use, promote and license certain trade and service marks and other commercial

symbols in operating MOLLY MAID residential housekeeping businesses in the United

States, including the trade and service mark "MOLLY MAID®" (collectively, the

"Marks"). These marks have gained and continue to gain public acceptance and goodwill,

and we may continue to create, use, and license additional trademarks, service marks, and

commercial symbols in operating MOLLY MAID businesses.

We award to persons, who meet our qualifications and are willing to undertake the

investment and effort, a franchise to own and operate a MOLLY MAID business offering

the services and products we authorize and approve while utilizing our business formats,

methods, procedures, signs, equipment, standards, specifications, and Marks ("the

System").

Following your evaluation of the MOLLY MAID franchise system, you have

expressed to us your desire to obtain the right to develop, own, and be licensed to operate a

MOLLY MAID franchised business (the "Franchised Business").

This Franchise Agreement governs the ongoing relationship between you and us.

B. AWARD OF FRANCHISE.

You have applied for a franchise to own and operate a MOLLY MAID business.

Subject to all of the terms and conditions of this Agreement, we hereby award you a

franchise (the "Franchise"), to operate a MOLLY MAID business utilizing the MOLLY

In the case of multiple owners, the owner with day-to-day responsibility and authority to

run the Franchised Business, and with whom we will communicate, shall be identified on

the signature line as the “First Managing Owner.”

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MAID System and the Licensed Marks within the geographic territory (the "Territory")

described in Exhibit A and attached to this Agreement, for a term of 10 years (the "Initial

Term") commencing on the date of this Agreement.

You must at all times faithfully, honestly, and diligently perform your obligations

under the Franchise Agreement. You must not engage in any other business or activity that

conflicts with your obligations to operate the Franchised Business. You must designate

one Managing Owner as our primary individual contact with the Franchised Business. The

Managing Owner must promise to exert her/his full-time best efforts to manage, promote

and enhance the Franchised Business. In the case of multiple owners, only one Managing

Owner will be required to work full-time in the Franchised Business.

Prior to attending Initial Training, and/or upon any change to the Legal Entity

ownership, you must submit to us a Corporate Resolution which states the name of the

Corporation or LLC., the legal names of all of the partners or shareholders, the percentage

of ownership that each member controls, their place of residence and their agreement to be

bound by the terms of the Franchise Agreement. In the case of multiple owners, you must

submit a dispute resolution that states what you will do if there is a conflict between any

owners of the legal entity. In addition, at all times, at least 67% of the company must be

controlled by owners who have signed the Franchise Agreement. The remaining owners

must sign a written agreement to maintain confidentiality of the trade secrets and their

agreement to abide by the covenant not to compete, as described in Sections 6 and 13 of

the Franchise Agreement.

C. TERRITORY.

Your Territory is described in Exhibit A. During the term of this Agreement, we

promise to not:

1. operate ourselves, nor award to any other party a franchise to operate, a

MOLLY MAID business within your Territory;

2. modify the Territory without your prior written permission..

You may not perform any business, perform services or actively market for

customers geographically located outside your Territory. If you request, and we approve,

to service areas outside of your Territory, and we subsequently withdraw our approval or

award a MOLLY MAID franchise to a third party whose territory includes customers that

you have been servicing, all information regarding these customers is to be immediately

transferred to us. In addition, you will immediately discontinue any and all solicitation of

customers in said area and will refer any requests for service to the Franchise Owner who

has purchased the territory. You will receive no compensation for the cessation of service

or information delivery and failure to comply with our written notice requiring the

customer transfer can result in termination of the Franchised Business as specified in

Section 12.B.

You must also select your business office site within your Territory. You may not

locate your office outside of your Territory without our express written consent. Should

you have authorization from us to locate your office outside of your Territory; you agree

that should a Franchise Owner purchase the Territory where your business office is

located, you will move the location of your office, unless you have attained written

authorization from the new Franchise Owner.

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D. RIGHTS WE RESERVE.

We retain, as we deem appropriate, the rights to:

1. establish, and allow other Franchise Owners to establish, MOLLY MAID

businesses at any location outside of your Territory on any terms and

conditions;

2. offer and sell services and products within the Territory which do not

comprise a part of the MOLLY MAID residential housekeeping System

and, in connection with this right, to exploit our Marks, name, reputation,

and know-how;

3. sell MOLLY MAID identified products through other lines of distribution.

2. FEES AND OTHER MONETARY REQUIREMENTS.

A. INITIAL FRANCHISE FEE.

You promise to pay us a non-recurring fee (the "Initial Franchise Fee") in the

amount of $«FranFee», upon your execution of this Agreement. The Initial Franchise Fee

is composed of two components:

1. a $9,900 licensing Fee;

2. an amount equal to $1 for each Target Household we agree are located in

your Territory.

Within 6 months of our receipt of the Initial Franchise Fee, you promise to complete our

initial training (the "Initial Training Program") to our satisfaction (as defined in Section

3.A.). If you do not do so, this Agreement shall be terminated. The Initial Franchise Fee is

non-refundable.

B. INITIAL PACKAGE FEE.

You promise to pay us a fee for specified software, equipment, and supplies (the

"Initial Package") in the amount of $8,500 at the time you sign this Agreement. The Initial

Package is described in Exhibit B, which is attached to this Agreement. Equipment,

products, and supplies included in the Initial Package shall be shipped to you F.O.B., from

New Castle, DE; Orange Park, F; Ann Arbor, Clawson, Dexter, and Farmington Hills, MI;

and Holland, OH within fourteen days of your successful completion of the Initial Training

Program. The Initial Package Fee is non-refundable.

C. ROYALTY.

You promise to pay us a weekly royalty (the "Royalty") which will be a variable

scale percentage of the Gross Sales, as defined in Section 2.E. below, of the

Franchised Business. The Royalty will be:

1. 6.5% for the first $400,000 of Gross Sales in the calendar year;

2. 6% for Gross Sales of $400,001 to $800,000 in the calendar year;

3. 5.5% for Gross Sales of $800,001 to $1,200,000 in the calendar year;

4. 5% for Gross Sales of $1,200,001 to $1,600,000 in the calendar year;

5. 4.5% for Gross Sales of $1,600,001 to $2,000,000 in the calendar year;

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6. 4% for Gross Sales of $2,000,001 to $2,400,000 in the calendar year;

7. 3.5% for Gross Sales of $2,400,001 to $2,800,000 in the calendar year;

8. 3% for Gross Sales in excess of $2,800,001 in the calendar year.

This declining royalty is a privilege only available to owners who are in good

standing. If you are in default under this Franchise Agreement, including but not limited

to failing to meet a deadline for either a report or a payment as required below, three times

in any calendar year, then your Royalty shall automatically revert to 6.5% of your total

Gross Sales, regardless of your sales level, for the next six months. If another default

occurs during this six months, then the 6.5% Royalty shall continue until there are no

defaults for six consecutive months.

You must submit in an electronic, or through another method we have approved, a

correct statement of Gross Sales achieved by the Franchised Business to us on Thursday,

for the preceding week ending on Sunday (the “Due Date”) along with any other

information we specify; however, we may specify other Due Dates periodically. Franchisor

will then draft the royalty from your bank account. You promise to sign and deliver to us,

before you attend Initial Training, the documents we require to authorize us to

automatically debit your business checking account for Royalties and any other amounts

you owe us. We have the right to verify your Royalty payments and reports.

If you fail to report your Gross Sales for the week as required, and transmit it to us,

you will be subject to a late royalty report fee. In addition, we can debit your account on

Friday for the same Royalty that we debited during the previous week. Our debit of your

account will not relieve you of your obligation to pay any late fees or interest due under

Section 2.D. However, if you send us the late report, the royalty you owe and any late fees

and interest, within 21 days after the Due Date, and the Royalty you owe is less than we

debited from your account, we will give you a credit for the difference. If the Royalty you

owe is more than we debited, we will draft your account for the difference on the following

Friday.

We can require you to pay the Royalty by means other than automatic debit (e.g.,

by check) whenever we deem appropriate, and you promise to comply with our payment

instructions.

D. LATE PAYMENT SERVICE FEE AND INTEREST.

If the Royalty is not available in your account for debiting when due and/or you fail

to submit your Royalty reports when due, a late payment fee will be imposed of 5% of the

Royalty amount due or $20, whichever sum is greater, for each week past due.

Additionally, interest will be imposed at the rate of 12% per annum or the maximum rate

permitted by applicable law, whichever is greater, from the date the amounts were

originally due until the date paid. We can debit your account for both the late payment and

interest fees.

You acknowledge that this Paragraph does not constitute our agreement to accept

any payments after they are due or our commitment to extend credit to, or otherwise

finance the operation of, the Franchised Business. Your failure to pay all amounts when

due constitutes grounds for termination of this Agreement, as provided in Section 12.B.

notwithstanding the provisions of this Paragraph.

April 2006 67

E. DEFINITION OF GROSS SALES.

Gross Sales, as used in this Agreement, includes all billable revenue for services

you provide from operating the Franchised Business, whether in cash, in services in kind,

from barter and/or exchange, on credit (whether or not payment is received), or otherwise.

All barter and/or exchange transactions for which you furnish services and/or products in

exchange for goods or services will, for the purpose of determining Gross Sales, be valued

at the full retail value of the goods and/or services you provide. You may deduct from

Gross Sales the amount of all sales tax receipts or similar tax receipts that, by law, are

chargeable to customers, if these taxes are separately stated when the customer is charged.

In accordance with our policies as published from time to time, you may also deduct from

Gross Sales the amount of any documented refunds.

F. REQUIREMENT TO ACHIEVE A MINIMUM LEVEL OF GROSS SALES.

You acknowledge and agree that we have awarded you this Franchise and Territory

with the expectation that you will be able to develop a Franchised Business that will

achieve a minimum level of weekly Gross Sales (the “Minimum Gross Sales”) as follows:

Mid-Sized Market Territory: Under 30,000 Target Households

Years in Operation Minimum Weekly Gross Sales Required

Less than 1 Year No Minimum

Year 1 - 2 $2,000

Year 2 - 3 $3,000

Year 3 - 4 $4,000

Year 4 + $5,000

Large-Sized Market Territory: 30,001 or more Target Households

Years in Operation Minimum Weekly Gross Sales Required

Less than 1 Year No Minimum

Year 1 - 2 $3,000

Year 2 - 3 $5,000

Year 3 - 4 $6,000

Year 4 + $7,000

If you do not achieve the above required Minimum Gross Sales for any week, we

may collect a Royalty equal to what you would have been assessed had you achieved the

Minimum Gross Sales. If this is a renewal term, you will be required to meet the

Minimum Weekly Gross Revenue requirement for Year 4+ for the entirety of the renewal

term. If you have been awarded more than one Franchise Agreement, you will be required

to meet the Minimum Weekly Gross Sales for each individual Franchise Agreement.

G. NATIONAL MARKETING FUND.

Recognizing the value of marketing, advertising, and promotion to the goodwill

and public image of the System, we have established a fund (the “National Marketing

Fund”) for marketing, advertising, promotion, cross-promotion, and public relations

April 2006 68

programs and materials. You promise to contribute to the National Marketing Fund the

amounts that have been agreed upon by a vote of the Franchise Owners. To be enacted at

least 75% of the Franchise Owners must vote (with each franchise entity having one vote,

regardless of the number of franchise agreements that entity holds) and at least 67% of

those voting must agree with the proposal being voted upon. The contribution will be by

automatic debit and in the frequency prescribed by the proposal as agreed upon. The

National Marketing Fund contribution will be uniform for all Franchise Owners but will

not exceed 2% of the Gross Sales of your Franchised Business.

Monies collected for the National Marketing Fund may be used, as recommended

by the Franchise Advisory Counsel, to pay the costs associated with preparing and

producing video, audio, and written materials, administering and placing national,

regional, and multi-regional marketing and advertising programs, administering and

placing cross-promotion programs with third parties, and employing outside advertising

and public relations agencies to provide assistance and support for public relations, market

research, and other advertising, promotion, and marketing activities.

We will direct and coordinate all programs financed by the National Marketing

Fund, following recommendations received from the National Marketing Committee

regarding the creative concepts, materials, and endorsements used and their geographic

market, media placement, and allocation.

We will administer these programs for a fee not to exceed 10% of the National

Marketing Fund revenues and agreed upon, in advance, by the National Marketing

Committee. Copies of any materials developed by the National Marketing Fund will be

made available to you for the cost of reproduction and shipping.

The National Marketing Fund will not be our asset, will not be commingled, will be

accounted for separately from our other funds, and will be held for the benefit of the

System. We will furnish to you upon request, an annual statement of moneys collected and

costs incurred by the National Marketing Fund. We can have the National Marketing Fund

incorporated or operated through a separate entity anytime we deem appropriate, and the

successor entity will have all of the rights and duties specified in this Section.

H. LOCAL MARKETING, ADVERTISING, AND PROMOTION.

You acknowledge and agree that to secure new customers for the Franchised

Business you must aggressively conduct, at your expense, marketing, advertising, and

promotional programs at the local level. As such, in addition to any funds you may be

required to contribute to the National Marketing Fund as described in Paragraph H of this

Section, you promise to spend for marketing, advertising, and promotional programs (the

"Local Marketing Requirement") a minimum amount per each target household located in

your territory. This amount will start at $1 per Target Household and decline as you reach

and maintain levels of weekly Gross Sales for a full calendar quarter, as outlined below:

Yearly minimum Local

Marketing Requirement per

Target Household

Weekly Gross Sales reached and maintained

for a calendar quarter

$1.00 $0-$20,000

$0.50 $20,001-25,000

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$0.25 $25,001-30,000

$0.10 $30,001 or more

If at any time you reach and maintain one of the threshold levels indicated above,

of weekly Gross Sales for a full calendar quarter, but subsequently your sales decline, you

promise to spend the required amount for the lower weekly Gross Sales level.

As part of your local marketing, you promise to acquire and maintain a dedicated

MOLLY MAID business telephone line which, in consideration for our granting you a

Franchise, you must assign to us as a part of this Agreement (Exhibit D). You promise to

maintain a 24 hour answering system on your business line and you promise to continually

list the Franchised Business in the "White Pages" of the primary telephone directory

servicing your Territory. You promise to maintain, at a minimum, a trademark listing

advertising your Franchised Business in the "Yellow Pages" of the primary directory

servicing your Territory. If 2 or more MOLLY MAID businesses are served by the same

telephone directory, we may require you to list all businesses under one MOLLY MAID

heading. In this instance, you promise to pay your pro-rata share of the total expense of the

joint listing which is determined by dividing the total expense by the number of Franchised

Businesses which are listed.

You must use our approved advertising and marketing materials, or receive our

written approval of any other advertising and marketing materials prior to their use. All

advertising and marketing materials must meet our then current standards and

specifications. If you do not receive written approval within 15 days of our receipt of your

written request for approval, this advertising and promotional materials will be considered

approved.

We may offer and sell advertising, marketing, and promotional materials at any

time. You have no obligation to purchase any such materials or forms from us.

We have the right to designate any geographical area as a Molly Maid advertising

cooperative area, and to change the boundaries for the area at any time. If and when a

cooperative exists where your territory is located, you must become a member and sign an

advertising cooperative agreement in a form reasonably satisfactory to us. Each

cooperative will be organized for the sole purpose of placing advertising and administering

local advertising programs in accordance with plans approved by us. Each cooperative

will be governed by majority vote of the owners whose territories are located within the

advertising cooperative area.

I. FRANCHISE MANAGEMENT SOFTWARE LICENSING AGREEMENT

AND FEES.

Throughout the term of this Agreement, you will be required to:

1. utilize our then current franchise management software system (referred to

as "Customer Care") in the operation of the Franchised Business;

2. sign and maintain a quarterly renewable Customer Care licensing

agreement (attached to this Agreement as Exhibit C);

April 2006 70

3. pay the then current weekly usage/support/upgrade fee in the same manner

as you pay the weekly Royalty.

J. HIGH SPEED INTERNET CONNECTION, ELECTRONIC MAIL

NETWORK AND WEBSITE

You promise to subscribe to, maintain, and utilize a high speed internet connection

and an electronic mail (referred to as “e- mail”) network account with independent

suppliers which, from time to time, we approve. If you do not receive written approval

within 15 days of our written receipt of your request for approval, this supplier will be

considered approved. You may not use the marks in any fashion in the domain name

portion of the email address.

You promise to subscribe to, and pay for, as directed by us, a customized web site

connected to our web site and managed by our web site provider. You may not attempt to

redirect the customized website. You may not implement a web site or URL for the

Franchise Business either yourself or through a third party provider.

K. OUTSTANDING ROYALTIES AND FEES OF PREDECESSOR.

If you were awarded your franchise as a result of your purchase of all or

substantially all of the assets of the Franchised Business owned by a previous franchisee in

the Territory, you promise to pay us the following fees if they are not timely paid by your

predecessor:

1. Our current transfer fee to defray expenses we incur in the transfer; and

2. Any and all outstanding Royalties, Marketing and Promotion fund

contributions, fees, amounts owed for purchases from us, late payments,

interests, and any applicable broker fees.

3. TRAINING AND GENERAL GUIDANCE.

A. TRAINING.

Before you begin operating the Franchised Business, we will furnish initial training

(the "Initial Training Program") to you on the operation of a Franchised Business. You

promise to complete the Initial Training Program to our satisfaction and failure to do so

will result in the termination of this Agreement. You will not be able to attend Initial

Training, until you have paid all fees due to us and completed Right Start, as described in

the Right Start manual.

A classroom and hands-on training session will be conducted at our home office in

Ann Arbor, MI for five days and at one of our Owner Training Centers for four days. This

training will be conducted by our training, development and franchise services team and

experienced franchise owners. We will furnish the Initial Training Program to you and

one other person at no additional fee or other charge. You will be responsible for all travel

and living expenses that you incur while training.

You may designate, with our approval and on a "space available" basis, additional

persons to attend other sessions of the Initial Training Program for which you will be

charged our then current training fee. In addition, each person we approve to attend the

Initial Training Program will be required to sign our then current Confidentiality and Non-

April 2006 71

Compete Agreement prior to the start of training. The Initial Training Program fee will be

due and payable prior to the start of the training program and you will be responsible for

the payment of all travel and living expenses incurred by your designees while training.

You promise to attend periodic refresher training courses, conferences, market

meetings, and conventions (“event”) at the times and locations we determine, and for

which we may charge fees. We will determine the duration, curriculum, and location of

any of these sessions. You will be responsible for all travel and living expenses that you

incur while attending the event(s). You will be required to attend at least one event per

year, provided that at least two of the above mentioned events were offered. If you do not

attend at least one event each year, we may debit your account for the registration fee, any

applicable room rental fees, and it may lead to termination of the Franchise Agreement.

B. GENERAL GUIDANCE.

You will have access to information helpful to the operation of the Franchised

Business based on reports you submit to us and/or inspections that we make. In addition,

we will furnish guidance to you on:

1. new products, services, and methods which we may have discovered or

have developed for the System;

2. the purchase and use of supplies, uniforms, and products;

3. the formulation and implementation of advertising and promotional

programs using the merchandising, marketing, and advertising research data

and advice as we may, from time to time, develop for use in your local

market;

4. employee recruitment and training;

5. the financial and daily operation of the Franchised Business including its

accounting and record keeping functions.

This guidance will, at our discretion, be furnished in our operating manuals,

bulletins, or other written materials, conferences, conventions, or other training sessions,

toll-free telephone consultations, electronic communications, and in consultations at our

office or the offices of the Franchised Business.

C. OPERATING MANUALS.

We will loan to you during the term of this Agreement one copy of each of our

operating manuals (the "Manuals"). These Manuals contain our proprietary information

and trade secrets and consist of the materials (including, as applicable, audiotapes,

videotapes, magnetic media, computer software, cd-roms, proprietary business forms, and

written materials) that we generally furnish to Franchise Owners from time to time for use

in operating a Franchised Business. The Manuals contain mandatory and suggested

specifications, standards, operating procedures, and rules (the "System Standards") that we

prescribe from time to time for the operation of a Franchised Business, and information on

your other obligations under this Agreement and related agreements. We may modify the

Manuals from time to time to reflect changes in the System Standards.

April 2006 72

You promise to keep your copy of the Manuals current and in a secure location in

the principal office of the Franchised Business. In the event of a dispute over its contents,

the master copy of each of the Manuals that we maintain at our principal office will be

controlling. You may not at any time copy, duplicate, record, or otherwise reproduce any

part of the Manuals unless required by the system. If all or any of the Manuals are lost,

destroyed, or significantly damaged, you promise to obtain replacements at our then

applicable charge.

D. DELEGATION OF PERFORMANCE.

You agree that we have the right to delegate the performance of any portion or all

of our obligations and duties under this Agreement to designees, whether these designees

are our agents or independent contractors with whom we have contracted to perform these

obligations.

4. MARKS.

A. OWNERSHIP AND GOODWILL OF MARKS.

1. Your right to use the Marks is derived only from this Agreement and is

limited to your operation of the Franchised Business in accord and in

compliance with this Agreement and all System Standards we prescribe

from time to time during its term.

2. You promise to use only the Marks that we designate in writing, and will

use them only in the manner that we authorize.

3. You acknowledge and agree that your use of the Marks, and any goodwill

established by this use, will be exclusively for our benefit and that this

Agreement does not confer any goodwill or other interest in the Marks upon

you (other than the right to operate a Franchised Business under this

Agreement).

4. All provisions of this Agreement applicable to the Marks apply to any

additional proprietary trade and service marks and commercial symbols that

we authorize you to use.

5. The right and license of the Marks awarded to you under this Agreement is

non-exclusive, and we may:

a) award other licenses and franchises for the Marks, in addition to

those licenses already awarded;

b) use the Marks in connection with marketing and selling any

products and services as we see fit.

B. NOTIFICATION OF INFRINGEMENTS AND CLAIMS.

You promise to notify us immediately of any apparent infringement or challenge to

your use of any Mark, or of any claim by any person of any rights in any Mark, and not to

communicate with any person other than us and our attorneys, and your attorneys, in any

infringement, challenge, or claim. We have sole discretion to take the action we deem

appropriate and the right to control exclusively any litigation, U.S. Patent and Trademark

Office proceeding, or any other administrative proceeding arising out of any infringement,

April 2006 73

challenge, or claim or otherwise relating to any Mark. We shall indemnify and hold you

harmless against any loss, damage or expense incurred in connection with any such

infringement, challenge or claim; provided however, our indemnity shall be only to the

extent you are using the Marks in accordance with the terms and conditions of this

Agreement. You promise to sign any and all instruments and documents, render the

assistance, and do the acts and things that, in the opinion of our attorneys, may be

necessary or advisable to protect and maintain our interests in any litigation or Patent and

Trademark Office or other proceeding, or otherwise to protect and maintain our interest in

the Marks.

C. LIMITATIONS ON YOUR USE OF MARKS.

1. You promise to use the Marks as the only identification of the Franchised

Business, except that you agree to identify yourself as the independent

owner in the manner which we prescribe.

2. You promise to affix the Marks upon the vehicles, uniforms, equipment,

containers, fixtures, signs, stationary, advertising, sales/promotional

materials, and such other objects, in the size, color, lettering style and

fashion, and in the location as we may designate in the Manuals.

3. You promise to not use the Marks, or any words or symbols confusingly

similar to them, as part of any corporate or other legal name or with any

prefix, suffix, or other modifying words, terms, designs, or symbols. You

may not use the Marks in connection with the sale of any unauthorized

product or service, on an internet web-site of your own design not, or in any

other manner not explicitly authorized in writing by us.

4. Except as expressly provided in the Manuals, you may not display any other

trademarks, logotypes, symbols, or service marks, nor may you use any

other marks in connection with the Marks, or with the Franchised Business,

without our prior written approval.

5. You promise that all advertising and promotional materials that you use will

bear the appropriate "®" or "©" registration symbol and/or such other

appropriate notice of ownership, registration, or copyright as we may

require.

You promise to submit to us, for our approval, the assumed or trade name

(the "DBA") you intend to use in the operation of the Franchised Business

prior to filing for it as required by local laws. We may approve or not

approve the requested DBA at our discretion. All filings or affidavits,

following your receipt from us of an approved DBA, must state that the

filing or affidavit is made as "a franchise of Molly Maid, Inc."

The approved DBA is the only DBA that you may use. You may not use a

different name under any circumstances, including as a domain name, URL

address, marketing, or for any other function.

D. DISCONTINUANCE OF USE OF MARKS.

If it becomes advisable at any time in our sole discretion to modify or discontinue

the use of any Mark and/or use one or more additional or substitute names or marks, you

April 2006 74

promise to comply with our direction within a reasonable time after you have received

notice. We will not be liable to you for any expenses, losses, or damages you sustain as

the result of any such addition, modification, substitution, or discontinuance of a Mark,

and you promise to not commence or join in any litigation or other proceeding against us

for any such expenses, losses, or damages.

5. CONFIDENTIAL AND PROPRIETARY INFORMATION.

A. CONFIDENTIAL INFORMATION.

We possess (and will continue to develop and acquire) certain confidential

information (the "Confidential Information") relating to the development and operation of

MOLLY MAID businesses. The Confidential Information includes (without limitation):

1. general operating procedures for a Franchised Business;

2. personnel guidelines for hiring, training, retaining, promoting, and

supporting housekeeping and administrative staff;

3. the Customer Care program;

4. the Right Start program;

5. knowledge of specifications and suppliers of certain assets and supplies for

the Franchised Business;

6. information on operating results and financial performance of MOLLY

MAID businesses other than your own.

You acknowledge and agree that you will not acquire any interest in Confidential

Information, other than the right to utilize that which is disclosed to you in operating the

Franchised Business during the term of this Agreement, and that the use or duplication of

any Confidential Information in any other business would constitute an unfair method of

competition. You also acknowledge and agree that the Confidential Information is

proprietary, includes our trade secrets, and is disclosed to you only on the condition that

you promise to:

a) not use Confidential Information in any other business or capacity;

b) maintain the absolute confidentially of Confidential Information

during and after the term of this Agreement;

c) not make unauthorized copies of any portion of Confidential

Information disclosed via electronic medium or in written or other

tangible form;

d) adopt and implement all reasonable procedures that we prescribe

from time to time to prevent unauthorized use or disclosure of

Confidential Information, including, without limitation, restrictions

on disclosure to employees of the Franchised Business and others.

The foregoing restrictions will not apply to the information that:

e) is now public knowledge or hereafter becomes public knowledge

through no fault of yours;

April 2006 75

f) is properly provided to you without restriction by third party having

no such restriction;

g) is required to be disclosed by order of a competent court or

governmental authority, provided, however, that (i) you provide us

with prompt written notice of any claim or litigation that could give

rise to such a requirement, (ii) you furnish only that portion of the

confidential information that you are required to disclose; and (iii)

you advise the governmental authority of your confidentiality

obligations under this Agreement.

B. PROPRIETARY INFORMATION/CUSTOMER LISTS.

You acknowledge and agree that we own any and all customer lists and their

contents that you may develop during the normal course of operating the Franchised

Business. You promise to keep an up-to-date list of all current and former customers in our

then current Franchise Management Software System, including their name, telephone

number, complete mailing address, frequency of service, last date serviced, and price of

service. You promise to make available to us, upon our request, an electronic copy, or in a

form we approve, of a complete list of current and former customers, including their name,

telephone number, complete mailing address, frequency of service, last date serviced, and

price of service, and other information concerning these customers as we request. You

promise not to use any customer list for any purpose other than in the normal operation of

the Franchised Business without our prior written approval. We promise to not make the

customer list available to any third or related party, excepting only those agents of ours

acting in an audit capacity as provided for in Section 8 of this Agreement, without the

recommendation of the Franchise Owner Advisory Council.

6. COVENANTS REGARDING COMPETITION.

A. FOR YOU.

You promise, during the term of this Agreement, to not:

1. engage as an owner, partner, shareholder, director, officer, employee,

consultant, agent, or in any other capacity in any other business offering

residential cleaning goods and services the same as or similar to the goods

and services sold by the Franchised Business (except for other Franchises

under Franchise Agreements we enter into with you);

2. use our confidential information, System, Manuals, Marks, customer lists,

trade secrets, trade dress, proprietary knowledge, or know-how, or any

colorable imitations, in the design, development, or operation of any

business whether or not similar to or the same as that conducted by the

Franchised Business.

B. FOR YOUR EMPLOYEES.

At the start of their employment, you promise to require, as consideration for

employment, each of your employees to sign nondisclosure, confidentiality and non-

compete agreements that we have approved. These agreements will prohibit disclosure, by

the employee to any other person or legal entity, of any trade secrets, customer lists, or

other information, knowledge, or know-how regarding the System or the operation of the

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Franchised Business, which is deemed confidential or proprietary by us. The employee

non-disclosure and confidentiality agreements will, to the fullest extent permitted by

applicable law, prevent employees from servicing or soliciting any of the customers of

your Franchised Business, except in their capacities as employees of the Franchised

Business.

C. OUR RIGHT TO ENFORCE NON-COMPETITION COVENANTS.

You agree and acknowledge that a violation of the covenants not to compete as

listed in this Section, will result in immediate and irreparable injury to us for which no

adequate remedy at law will be available. Accordingly, you consent to the entry of an

injunction prohibiting any conduct by you in violation of the terms of the covenants not to

compete. Further, you expressly agree that the existence of any claims you may have

against us, whether or not arising from this Agreement or otherwise, will not constitute a

defense to the enforcement by us of these covenants not to compete. If we prevail, you

promise to pay all costs and expenses (including reasonable attorneys’ and experts’ fees)

incurred by us in connection with the enforcement of these covenants not to compete. The

protection awarded in this Paragraph will be in addition to, and not in lieu of, all other

protections for such trade secrets and confidential information as may otherwise be

afforded in law or in equity.

7. SYSTEM STANDARDS.

A. COMPLIANCE WITH SYSTEM STANDARDS.

You acknowledge and agree that the operation and maintenance of your Franchised

Business according to System Standards are essential to preserve the goodwill for the

Marks and all MOLLY MAID franchises. Therefore, at all times during the term of this

Agreement, you promise to operate and maintain your Franchised Business according to

each and every System Standard, as we periodically modify and supplement them during

the term of this Agreement, even if you believe that a System Standard, as originally

issued or subsequently modified or supplemented, is not in the System’s or your

Franchise’s best interests. Furthermore, you promise to use your best efforts to assure that

your employees and representatives conduct themselves during business hours and/or

whenever they are in a MOLLY MAID vehicle or uniform, in a manner which is consistent

with the professional and ethical image of the System.

System Standards as specified and periodically amended in the Manuals, may

regulate one or more of the following for your franchise:

1. use and display of the Marks;

2. services and products which we authorize you to sell to the public;

3. the use of environmentally and employee safe cleaning supplies and

equipment, although we will not require you to use any specific brand of

supplies and equipment;

4. a dress code, during business hours, for you, your employees, and your

representatives;

5. suppliers you may use for the purchase of uniforms for you, your employees

and your representatives;

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6. vehicle type, model, condition, (all vehicles are to be maintained in a

“good” condition as defined by Kelly Blue Book) and color, for yourself

and each housekeeping team that you employ, to use in the course of your

daily business operation, as well the use of decals on all vehicles used for

the business, including their position, color, condition and style;

7. business forms and stationary;

8. designated and approved suppliers for trademarked business assets and

supplies;

9. types and amounts of insurance coverage;

10. compliance with applicable laws including obtaining required licenses and

permits, payment of all taxes, assessments, fees, fines, and penalties arising

out of the operation of the Franchised Business;

11. adhere to good business practices, observing high standards of honesty,

integrity, fair dealing, and ethical business conduct in all dealings with

customers, suppliers, and us, and notifying us if any action, suit, or

proceeding is commenced against you or your Franchise;

12. general operations including maintaining, at a minimum, Monday through

Friday 8:00 AM to 5:00 PM business hours, sales, marketing, advertising,

and promotional programs, and materials and media used in these programs,

personnel practices, bookkeeping, accounting, data processing, and record

keeping systems, and forms, methods, content, and frequency of reports to

us of sales and financial performance, and the furnishing of tax returns

related to the Franchised Business and other operating and financial

information to us;

13. response to any and all customers’ inquiries or complaints to insure positive

customer relations and maintain the goodwill of the System, even when this

response may necessitate the re-cleaning of a customer’s home or a refund

of moneys received. If the number of customer complaints for your

business referred to Molly Maid exceed the average of complaints we

receive regarding all Franchise Owners, we may take actions up to and

including charging fines for each complaint above the average and/or

termination of the Franchise Agreement;

14. any other aspect of the operation and maintenance of your Franchised

Business that we determine, from time to time, to be useful to preserve or

enhance the efficient operation, image, or goodwill of the Marks and the

System;

15. use best efforts to refer customers in neighboring territories to the correct

franchisee.

B. MODIFICATION OF SYSTEM STANDARDS.

You acknowledge and agree that the System must continue to evolve in order to

reflect changing market conditions and to meet new and changing consumer demands. As

a consequence, changes, modifications, and variations to the System's Standards may be

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required from time to time to preserve and enhance the public image of the System and

enhance the operational efficiency of all franchises.

You, therefore, agree that we may, from time to time and upon notice, add to,

modify, or change the System, including without limitation the adoption and use of new or

modified trademarks, uniforms, signs, vehicle types, products, equipment, services,

techniques, proprietary software, non-proprietary software, and methodologies, and you

promise to promptly accept, implement, use, and display in the operation of your

Franchised Business, all such additions, modifications, and changes at your expense.

We will not require you to make any changes, modifications, and variations to the

System which are not required of all Franchise Owners. Your failure to comply with

modifications to System Standards within 90 days is an incurable default under this

Agreement, as provided in Section 12.B.

C. INSURANCE.

Prior to the attending of initial training, you promise to purchase and maintain in

full force and effect throughout the term of this Agreement and at your expense, insurance

protecting you, your employees, and us, our officers, and employees, against loss, liability,

fire, personal injury, death, property damages, or theft arising from, or occurring in

connection with, the operation and promotion of the Franchised Business. You

acknowledge and agree that the insurance you will maintain reflects the minimum amounts

of coverage we require, are not meant to reflect the actual needs you may have, and that it

is your responsibility to carefully evaluate if these minimums will adequately meet your

needs.

All policies will be written by an insurance company(ies) that is/are licensed in the

state in which you are doing business, and that has an A.M. Best rating of “A” or better.

Insurance policies will be written by an insurance company which is satisfactory to

us and will be in accordance with the standards and specifications set forth in the Manuals

or otherwise in writing, and will include, at a minimum (except as additional coverage and

higher policy limits may reasonably be specified for all Franchise Owners from time to

time by us in the Manuals or otherwise in writing) the following:

1. Commercial General Liability Insurance.

You shall maintain insurance for

“bodily injury,” “property damage,” and “personal and advertising injury”

with no exclusion or limitation applying to the products / completed

operations liability coverage. Limits shall be at least $2,000,000 general

aggregate, and $1,000,000 per occurrence limit. This insurance will not

have a deductible or self-insured retention in excess of $5,000;

2. Automobile Liability Insurance.

You shall maintain insurance with a

minimum combined single limit of $1,000,000 for bodily injury and

property damage for all owned or leased vehicles and for hired and non-

owned automobiles. This insurance will not have a deductible or self-

insured retention in excess of $5,000;

3. Workers’ Compensation and Employer’s Liability Insurance

Statutorily

required workers’ compensation insurance and employer’s liability

insurance shall be maintained with limits of at least $500,000. This policy

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shall contain a waiver of subrogation endorsement as to claims against

Molly Maid, Inc.

4. Employee Dishonesty Insurance. You shall maintain employee dishonesty

insurance with minimum limits of $25,000 per loss and this coverage shall

also cover acts of stealing against third parties.

5. Other Insurance. As well as any other insurance as may be required by

statute or rule of the state in which the Franchised Business is located and operated.

All general liability insurance policies will name us and our Indemnified Parties

(see Section 14.C.) as additional insureds, and will contain no provision which in any way

limits or reduces coverage for you if a claim is made by any one or more of the

Indemnified Parties, and will extend to and provide indemnity for all obligations assumed

by you and all items for which you are required to indemnify us, will be primary to and

without right of contribution from any other insurance purchased by the Indemnified

Parties, and will provide, by endorsement, that we receive at least 10 days notice of any

intent to cancel or materially alter any policy.

Franchisor may, from time to time, reasonably determine and modify the minimum

insurance limits and require different or additional kinds of insurance to reflect changes in

insurance standards, normal business practices, higher court awards and other relevant

circumstance.

You promise to promptly report all claims, or potential claims, against you, any

Indemnified Party or us, to the insurer and to us.

At least 10 days prior to attending Initial Training, commencing business,

whenever a change is made in your insurance policy, and prior to the expiration of any

insurance coverage, you promise to have your insurance company submit to us a copy or

certificate or other acceptable proof of insurance.

You may not attend our initial training program until you have provided the

certificates of insurance or other acceptable proof of all insurances.

You may not reduce the policy limits, restrict coverage, cancel, or otherwise alter

or amend any insurance policy without our written consent.

D. RECORDS, REPORTS AND FINANCIAL STATEMENTS.

We require you to use Customer Care, or our then current franchise management

software system, for maintaining customer records for the Franchised Business. In

addition, you promise to establish and maintain, at your expense, an accounting system

which conforms to the requirements and formats that, from time to time, we prescribe in

the Confidential Manuals. You promise to furnish us, in the manner and format that we

require:

1. by Thursday of each week a Royalty report, generated by the Customer

Care system, for the previous week ending on Sunday;

2. upon our request, immediately provide a complete backup of the Customer

Care database in an electronic format that includes all current and former

customers;

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3. on the 15th day of each month of the Franchised Business's operation an

unaudited income statement for the preceding month, in a form satisfactory

to us, and any additional reports as we may require;

4. within 90 days after the close of your fiscal year a complete income

statement;

5. within 10 days of our request, exact copies of any state, federal, or other

income tax returns covering the operation of the Franchised Business;

6. by November 1 of each year, Financial Projections for the upcoming year;

7. by November 1 of each year, a Marketing Plan for the upcoming year.

You promise to verify and sign each report and financial statement in the manner

that we prescribe. We can disclose data derived from these reports without specifically

identifying you or the Franchised Business (unless we have your written consent to do so).

We can require you to have audited financial statements prepared on an annual basis if you

fail to comply with any provision of this Agreement. Finally, you will allow us, as we

deem appropriate, timely access to your copy of Customer Care and other computer

systems that you maintain, to retrieve all information relating to the operation of the

Franchised Business.

You promise to maintain all records, reports, and financial statements for a period

of 5 years during and following the termination of this Agreement.

8. INSPECTIONS AND AUDITS.

A. OUR RIGHT TO INSPECT THE FRANCHISED BUSINESS.

To determine whether you are complying with this Agreement and all System

Standards, we have the right at any time during business hours to perform an on-site

inspection of your business at its principal office. During an inspection, we may participate

in quality checks of homes being cleaned, review your books and records, review your

promotional materials and media advertising, review your personnel files and practices,

and/or review any and all components of the Franchised Business.

You promise to cooperate fully with us in any inspection of your business, and we

promise to use our best efforts to not interfere with its operation.

B. OUR RIGHT TO AUDIT.

We have the right at any time during business hours and without prior notice to

you, to inspect and audit, or cause to be inspected and audited, any and all financial

statements, reports, income tax records, sales tax records, payroll records, Customer Care

records, Customer Care Databases, and other related records. You promise to cooperate

fully with our representatives, and independent accountants we hire, to conduct any

inspection or audit. If any inspection or audit discloses an understatement of Gross Sales,

we can debit your account, as provided in Sections 2.C. and 2.G., for the Royalty and

National Marketing Fund contributions which are due on the amount of the understatement

plus 100% of understated Royalty and interest, at the rate of 12% per annum or the

maximum rate permitted by applicable law, whichever is greater, and all late fees, from the

date originally due until the date of payment. Further, if an inspection or audit is made

necessary by your failure to furnish reports, supporting records, or other related

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information as required, or to furnish these items on a timely basis, or if an understatement

of Gross Sales is greater than 2% for any period reviewed, or for failure to record all

customers of the franchised business in Customer Care, you promise to reimburse us for

the cost of the inspection or audit, including without limitation, the charges of attorneys

and independent accountants and the travel expenses, room and board, and compensation

of our employees. These remedies are in addition to our other remedies and rights under

this Agreement and applicable law.

9. TAXES AND ADVANCES.

A. TAXES.

You promise to pay all taxes as required by local, state, or federal laws regarding

the products, service, or equipment furnished or used in connection with the operation of

the Franchised Business. You promise to promptly pay us, when due, the amount of all

sales taxes, use taxes, personal property taxes, and similar taxes imposed upon, required to

be collected, or paid by us, to your state and/or local government, on account of services or

goods furnished by us to you through sale, lease, or otherwise, or on account of collection

by us of the Initial Franchise Fee, the Initial Package Fee, Royalties, or any other payments

to us called for by this Agreement.

B. ADVANCES.

You promise to promptly reimburse us for all amounts which we have paid, or have

been obligated to pay, on your behalf for your Tax Liabilities.

10. TRANSFER.

A. BY US.

This Agreement is fully transferable by us and will inure to the benefit of any

transferee or other legal successor to our interests herein.

B. BY YOU.

If you are in full compliance with this Agreement, then, with our prior written

approval, you may transfer this Agreement, the Franchise and Franchised Business, and

any part of your ownership in it (including any voluntary, involuntary, direct or indirect

assignment, sale, gift, or other disposition). Any assignment, transfer, or encumbrance

without our approval, will constitute a breach of this Agreement. Any change of ownership

requires our approval and must meet the conditions specified below, and the payment of

the transfer fee will be due should the change of ownership be 33% or more in the

aggregate. We will not, however, unreasonably withhold our approval provided that the

conditions specified below are met:

1. you are in full compliance with this Agreement;

2. the transferee has demonstrated sufficient business experience, aptitude, and

financial resources to meet our then current standards for new Franchise

Owners, which may include aptitude or assessment testing;

3. the transferee and its owners and affiliates are not engaged in a competitive

business;

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4. you provide us with written authorization to release to the transferee any

and all information about the operation of the Franchised Business which

we have collected or may have in our possession;

5. the transferee has signed our then current form of Franchise Agreement for

a full term;

6. you, or the transferee, pay us:

a) our then current transfer fee upon your execution of the Franchise

Agreement to defray expenses we incur in the transfer, including the

costs of training the transferee (we will waive the transfer fee for

transfers to your spouse, children, or parent);

b) all royalties, National Marketing Fund contributions, fees, amounts

owed for purchases from us, late payments and interest.

c) any applicable broker fees if you utilize a third party broker to locate

the transferee.

7. the transferee has promised to complete our Initial Training Program;

8. you have signed a general release, in a form satisfactory to us, of any and

all claims against us and our shareholders, officers, directors, employees,

and agents;

9. we have approved the material terms and conditions of the transfer and

determined that the price and terms of payment will not adversely affect the

transferee’s operation of the Franchised Business;

10. if you finance any part of the sale price of the transferred interest, you agree

that all of the transferee’s obligations under any promissory notes,

agreements, or security interests that you have reserved in the Franchised

Business, are subordinate to the transferee’s obligation to pay Royalties,

National Marketing Fund contributions, and other amounts due to us and

otherwise to comply with this Agreement.

11. if the approved transfer is to a spouse, child, or parent, the Royalty in the

transfer agreement will be the Royalty as it is in this Agreement;

12. in the event of an approved transfer to a wholly-owned corporation or

limited liability company, we will require you to own and control at least 67

% of the issued and outstanding capital stock or other ownership interest;

13. if you transfer less than 100% of the Franchises that have been awarded to

you, the Transfer fee will be $4,900 for each sale, but in no case greater

than $9,900 for all Franchises that have been awarded to you.

14. you must have attended Initial Training and your business must be open in

order to transfer the business.

C. YOUR DEATH OR DISABILITY.

Upon your death or disability, your executor, administrator, conservator, guardian,

or other personal representative must transfer your interest in this Agreement to a third

party within a reasonable amount of time, but not to exceed 1 year. The transfer will be

subject to all of the terms and conditions applicable to transfers which are contained in this

April 2006 83

Section, with the exception that the transfer fee will be waived if the third party is your

spouse or child or parent.

In the event of your death or disability, and prior to a transfer of your interests in

this Agreement, your spouse, child, or parent may, if this party otherwise would qualify as

a transferee, may operate the Franchised Business, provided that this person personally

manages the business on a full time basis, successfully completes the Initial Training

Program, and signs a new Franchise Agreement.

For the purposes of this section disability is defined as a condition that materially

impairs your ability to operate the Franchised Business in accordance with this Agreement.

D. OUR RIGHT OF FIRST REFUSAL.

If you at any time determine to sell, assign, or transfer for consideration (this does

not apply to your death or disability) your interest in this Agreement, you agree to obtain a

bona fide, executed written offer and earnest money (in the amount of 5% or more of the

offering price) from a responsible and fully disclosed offer and immediately submit to us a

true and complete copy of the offer which includes details of the payment terms. To be a

valid, bona fide offer, the proposed purchase price is to be denominated in a dollar amount.

We have the right, exercisable by written notice delivered to you within 30 days

from the date of the delivery to us of both an exact copy of the offer and all other

information we request, to purchase the interest for the price and on the terms and

conditions contained in the offer provided that:

1. we may substitute cash for any form of payment proposed in the offer;

2. our credit will be deemed equal to the credit of any proposed purchaser;

3. we will have not less than 60 days, after giving notice of our election to

purchase, to prepare for closing;

4. we are entitled to receive, and you agree to make, all customary

representations and warranties given by the seller of the assets of a

business.

If we do not exercise our right of first refusal, you may complete the sale to the

purchaser on the exact terms of the offer, subject to our approval of the transfer as

provided in Paragraphs B of this Section. If the sale is not completed within 60 days after

delivery of the offer to us, or if there is a material change in the terms of the sale (which

you agree promptly to communicate to us), we will have an additional right of first refusal

during the 30 day period following either the expiration of the 60 day period or notice to us

of the material change(s) in the terms of the sale, either on the terms originally offered or

the modified terms, at our option.

11. EXPIRATION OF THIS AGREEMENT.

A. YOUR RIGHT TO RENEW THIS AGREEMENT.

Upon the expiration of this Agreement, provided that you have substantially

complied with its provisions, including the timely payment of all fees and royalties, we

may renew your Franchise for additional terms of 10 years each (the "Renewal Term").

We may refuse to renew this Agreement if you:

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1. are not, at the time, in full compliance with this Agreement, or any other

ancillary agreement then in effect between you and us;

2. have received written notice by us 3 or more times during the Initial Term

or any Renewal Terms for failure to comply with the terms of this

Agreement, whether or not the failure is subsequently cured; or,

3. have failed to make timely payment to us of all sums due to us.

B. AWARD OF A RENEWAL TERM.

No earlier than 9 months prior to the expiration of this Agreement, and no later

than 6 months, you must give us written notice of your election to renew this Agreement.

Within 45 days after we receive your notice, we will notify you of our decision (referred to

as “Our Notice”), in accordance with Paragraph A of this Section:

1. to award you a Renewal Term;

2. to award you a Renewal Term on the condition that deficiencies in your

operation are corrected;

3. not to award you a Renewal Term based on our determination that you have

not substantially complied with this Agreement during its term.

If applicable, Our Notice will state the actions you promise to take to correct

operating deficiencies and the time period in which these deficiencies are to be corrected.

If we elect not to award you a Renewal Term, Our Notice will describe the reasons

for our decision. Your right to a Renewal Term is subject to your continued compliance

with all of the terms and conditions of this Agreement through the date of its expiration, in

addition to your compliance with the obligations described in Our Notice.

C. AGREEMENTS/RELEASES.

If you satisfy all of the other conditions to the awarding of a Renewal Term, you

promise to sign the form of franchise agreement and any ancillary agreements we then are

customarily using in awarding Renewal Terms for MOLLY MAID franchises, provided

that in no event will the Territory or Royalty for the Renewal Term franchise agreement be

changed from that contained in this Agreement. You and we further promise to sign a

mutual general release, in a form satisfactory to us, of any and all claims against either of

us and our respective shareholders, officers, directors, employees, agents, successors, and

assigns.

D. RENEWAL FEE.

You promise to pay us $2,000 or our then current fee upon execution of your

Renewal Term franchise agreement.

12. TERMINATION OF AGREEMENT.

A. BY YOU.

At any time during its Initial Term, you may terminate this Agreement by giving us

60 days prior written notice of termination and a signed general release, in a form

April 2006 85

satisfactory to us, of any and all claims against us and our shareholders, officers, directors,

employees, agents, successors, and assigns.

B. BY US.

We have the right to terminate this Agreement, effective upon delivery of written

notice to you, if:

1. you fail to attend training and/or fulfill all the pre-training requirements,

which include the payment of all monies due to us, and the completion of

all the required tasks as designated in the Right Start Manual.

2. you fail to commence operation of the Franchised Business within 6 months

from the date of our receipt of payment of the Initial Franchise Fee and/or 2

months following your successful completion of the Initial Training

Program;

3. you have made or make any material misrepresentation or omission in

purchasing the Franchise or operating the Franchised Business;

4. you received from us 3 or more notices to cure the same or similar defaults

or violations of this Agreement within any two-year period of time,

regardless of whether the defaults were cured after receiving notice;

5. you are or have been convicted by a trial court of, or plead no contest to, a

felony;

6. you fail to make payment of any amounts due to us and do not correct the

failure within 10 days of your receipt of written notice of the failure; you

default on any loan made to you by our preferred lender for the purchase of

your Territory and fail to cure the default within 10 days of your receipt of

written notice of the failure;

7. you understate your Royalty by 5%, in any reported financial statement, on

three or more occasions, during any consecutive two-year time frame during

the term of this Agreement, regardless of whether or not you subsequently

rectify the deficiency;

8. you violate any of the transfer provisions contained in this Agreement;

9. you engage in any dishonest or unethical conduct which may adversely

affect the reputation of the Franchised Business, or the general goodwill

associated with the Marks;

10. you fail, for a period of 15 days after notification of non-compliance by

appropriate authority, to comply with any federal, state or local law,

regulation or ordinance applicable to the operation of the Franchised

Business;

11. you violate any covenant of confidentiality or non-disclosure provision

contained in this Agreement or you otherwise disclose, use, permit the use

of, copies, duplicates, records, transmits, or otherwise reproduce any

Manuals, business forms, videos, cd-roms, audiotapes, material or

proprietary information, knowledge or know-how created or used by us and

April 2006 86

designated for confidential use within the System, without our prior written

approval;

12. you cease to continuously and actively operate the Franchise for five

consecutive days, unless caused by an act of God, or other circumstance

beyond the Franchisee’s control, as determined by Franchisor; or the

business telephone is disconnected at any time and no new number is

immediately reinstalled or reconnected; or Franchisee’s conduct is

otherwise determined by Franchisor to constitute an abandonment of the

Franchise;

13. you fail to comply with any part or condition, warranty, or certification in

this Agreement, the Manuals and/or other Molly Maid confidential

materials, and fail to cure the non-compliance or deficiency within 30 days

of written notice from us;

14. you fail to comply with modifications to System Standards within the

required time period;

15. you fail to acquire or continuously maintain the required minimum levels of

insurance, fail to have Franchisor named as an additional insured, or fail to

provide a current certificate of insurance to Franchisor as required in

Section 7.C. However, we will not exercise our right to terminate this

Agreement if upon receipt of notice from us you immediately cease

operating the Franchised Business and obtain the required insurance within

ten days after written notice is delivered to you;

16. you fail to receive our prior written approval and use products or materials

that do not meet our standards and specifications;

17. you fail to timely provide us with any report, statement, or return required

by this Agreement; within ten days after written notice of the failure is

delivered to you;

18. you fail to operate the Franchised Business as specified by us in the

Manuals and other confidential materials and fail to cure this non-

compliance or deficiency within 30 days of written notice from us;

19. you fail to comply with any other material provision, warranty or

certification of this Agreement and do not correct the failure within 30 days

after written notice of the failure to comply is delivered to you;

20. you fail to service all customers in a manner consistent with our System

Standards and reputation.

21. following your receipt of written notice from us, if you fail to cease

servicing customers located outside of your Territory and/or you fail to

provide us, or, if the Territory has been purchased by another Franchise

Owner, the Franchise Owner whose Territory the customer is located in,

with information regarding their names, locations, and service requirements

as required in Section 1.C; we may assess you, in our discretion, penalties

for these failures, including termination of your Franchise;

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22. you fail to attend, or send a representative in your place, to a minimum of

one training course, convention, or regional meeting per calendar year, and

you fail to get approval prior to their commencement to miss them.

Provided that at least two of the above named events have been offered

during that calendar year.

Notwithstanding the above stated notice periods, if one of the listed failures or

defaults cannot be cured within the time period specified above, and you promptly

commence all reasonable actions to effectuate a cure and diligently pursue those actions to

competition, then we will not terminate this Agreement.

13. POST TERMINATION OBLIGATIONS.

A. PAYMENT OF AMOUNTS OWED TO US.

You promise to pay to us, on the effective date of termination or expiration of this

Agreement, or at any later date that the amounts due to us are determined:

1. all Royalties, National Marketing Fund contributions, fees, amounts owed

for purchases from us, late payments, and interest;

2. upon termination for any default, the actual and consequential damages,

costs, and expenses (including reasonable attorney and expert fees) incurred

by us as a result of your default.

The obligation to pay said sums will create a lien in favor of us against any and all

of the personal property, furnishings, equipment, signs, fixtures, and inventory you own at

the time of default and/or against any moneys we hold or are otherwise in our possession.

Any transferee (or purchaser of all or substantially all of the assets of the

Franchised Business) shall be liable for payment of these items if you do not timely pay

them. Provided, however, the foregoing sentence will not release or discharge you from

your obligations to pay us pursuant to this section and/or to indemnify or reimburse the

transferee or purchaser pursuant to the applicable purchase or transfer agreement.

B. MARKS.

Upon the termination or expiration of this Agreement, you promise to:

1. strictly comply with, observe, and abide by all of the provisions of the

Covenants Not to Compete as set forth in Section 13.D.;

2. neither directly nor indirectly represent to the public that any other business

you may then own or operate, is or was operated as, or was in any way

connected to, the System;

3. not hold yourself out, or advertise in any context that you are or were a

present or former Franchise Owner of ours;

4. immediately refrain from engaging in any business relationship with any

customers or former customers of the Franchised Business, whether with

respect to collection of accounts receivable, or to provide them services, or

for any other purpose whatsoever;

April 2006 88

5. assign any and all accounts receivable to us for collection. In connection

with this obligation, you appoint us as attorney-in-fact to engage in these

collection activities and you specifically undertake to refrain from engaging

in any of these collection activities. We promise to employ good faith

efforts, including, where appropriate in our sole and exclusive judgment,

the commencement of legal proceedings to collect these accounts

receivable. We have no duty or obligation to collect the accounts receivable

and you release and waive any claim against us for their collection. We will

remit to you any of these sums collected after first deducting all moneys

owed to us and our costs of collection;

6. not operate or do business under any name or in any manner which might

tend to give the general public the impression that you are operating a

MOLLY MAID franchise, or any similar business;

7. take the action required to cancel all DBAs or equivalent registrations

relating to your use of any Mark;

8. deliver to us, within 7 days, an electronic and hard copy list of the names,

telephone numbers, complete mailing addresses, frequency of service, last

date of service, and price of the service for all customers serviced by you

and the names, addresses, and telephone numbers of the employees

rendering the service to each customer;

9. deliver to us, within 7 days, all Manuals, proprietary information,

confidential material, Customer Care software, signs, sign-faces, marketing

and advertising materials, forms, and other materials containing any Mark

or otherwise identifying or relating to a MOLLY MAID business, and allow

us, without liability to you or third parties, to remove all of these items from

your vehicles and place of business;

10. notify the telephone company and all telephone directory publishers of the

termination or expiration of your right to use any telephone, telecopy, or

other numbers and any telephone directory listings associated with any

Mark, and authorize the transfer of these numbers and directory listings to

us or, at our direction, instruct the telephone company to forward all calls

made to your telephone number to numbers we specify. If you fail to do so,

we can take whatever action is necessary, on your behalf and consistent

with the Telephone Listing Agreement attached to this Agreement as

Exhibit D, to effect these events;

11. agree to cooperate with us to the extent necessary to effectuate any change

in telephone numbers or other transfers of our property to us, including the

signing of any forms, authorizations or other documents necessary; and

12. deliver to us, within 30 days, evidence that is satisfactory to us of your

compliance with each of the foregoing obligations.

C. CONFIDENTIAL INFORMATION.

April 2006 89

You promise that, upon termination or expiration of this Agreement, you will

immediately cease to use any of our Confidential Information (including Customer Care or

any other computer software that we have licensed to you) in any business or otherwise,

return to us all copies of the Manuals and other confidential materials that we have loaned

to you , and shall not maintain any copies of any these materials, in whole or part.

D. COVENANT NOT TO COMPETE.

For a period of 18 months from the time of expiration or termination of this

Agreement, you promise to not engage as an owner, shareholder, partner, director, officer,

employee, consultant, salesperson, representative, or agent or in any other capacity in any

residential housekeeping business, within:

1. the Territory as defined in Exhibit A of this Agreement;

2. the geographic area encompassed by the Territories of any MOLLY MAID

Franchise Owners as of the date of the termination or expiration of this

Agreement;

3. a geographic area which is contained in a circle having a radius of 18 miles

from the outside boundary of the Territory as defined in Exhibit A of this

Agreement.

E. CONTINUING OBLIGATIONS.

All of our and your obligations which expressly or by their nature survive the

expiration or termination of this Agreement, will continue in full force and effect

subsequent to and notwithstanding its expiration or termination and until they are satisfied

in full or by their nature expire.

14. RELATIONSHIP OF THE PARTIES/INDEMNIFICATION.

A. INDEPENDENT CONTRACTORS.

You acknowledge and agree that, under this Agreement, you are and will be an

independent contractor of ours. No employee of yours will be deemed to be an employee

of ours for any purpose, most particularly with respect to any mandated or other insurance

coverage, tax, or contributions, or requirements pertaining to withholdings, levied or fixed

by any city, state, or federal governmental agency. Nothing in this Agreement will be

construed so as to create a partnership, joint venture, or agency. You do not have any

power to obligate us for any expenses, liabilities, or other obligations, other than as is

specifically provided for in this Agreement. We will not have the power to hire or fire your

employees and, except as expressly provided in this Agreement, we may not control or

have access to your funds or expenditures, or in any other way exercise dominion or

control over the Franchised Business.

You promise to identify yourself conspicuously in all dealings with customers,

suppliers, public officials, the Franchised Business’s employees, and others, and in the

manner we prescribe, as the owner of the Franchised Business under a Franchise that we

have awarded and to place notices of independent ownership on the forms, business

vehicles, stationery, and advertising, and other materials we require you to use from time

to time.

April 2006 90

B. NO LIABILITY FOR ACTS OF OTHER PARTY.

Neither you nor we will make any express or implied agreements, warranties,

guarantees, or representations or incur any debt in the name of or on behalf of the other

party, or represent that the relationship between you and us is other than that of franchisor

and Franchise Owner. We do not assume any liability, and will not be deemed liable for

any agreements, representations, or warranties made by you which are not expressly

authorized under this Agreement, for any damages to any person or property which

directly or indirectly arise from or relate to the operation of the Franchised Business

franchised by this Agreement.

C. INDEMNIFICATION.

You promise to protect, defend, and indemnify us, and all of our past, present, and

future shareholders, direct and indirect parent companies, subsidiaries, affiliates, officers,

directors, employees, attorneys, and designees (the "Indemnified Parties"), and hold them

harmless from and against any and all costs and expenses, including attorneys’ fees, court

costs, losses, liabilities, damages, claims and demands of every kind or nature on account

of any actual or alleged loss, injury, or damage to any person, firm, or corporation, or to

any property arising out of, or in connection with, your operation of the Franchised

Business. We agree to provide you with reasonable notice of and cooperate with you in

connection with any claims, for which we will seek indemnification.

Notwithstanding the above-stated indemnification, regarding any third party claims

and/or liabilities we agree to waive and release the Managing Owner(s) from personal

responsibility for these indemnifications and we will look for recovery only from the

Franchisee. Provided however, at the time of any event giving rise to an indemnification,

if the insurance coverages required in Section 7.C are not maintained and/or we are not

included as additional named insureds, or for any other reason beyond our control we are

not covered by the insurance, then this waiver and release is null and void, and the

personal indemnifications set forth above remain in full force and effect.

Under no circumstances will we, or any other Indemnified Party, be required to

seek recovery from any insurer or other third party, in order to maintain and recover fully a

claim against you. You agree that a failure to pursue recovery against others, will in no

way reduce or alter the amounts we or another Indemnified Party may recover from you.

15. ENFORCEMENT.

A. SEVERABILITY.

Nothing contained in this Agreement will be construed as requiring the commission

of any act contrary to law. Whenever there is any conflict between any provision of this

Agreement, or the Manuals, and any present or future statute, law, ordinance, or regulation

contrary to which the parties have no legal right to contract, the latter will prevail, but in

such event the provisions of this Agreement, or the Manuals thus affected, will be curtailed

and limited only to the extent necessary to bring them within the requirements of the law.

In the event that any part, article, paragraph, sentence, or clause of this Agreement, or the

Manuals, will be held to be indefinite, invalid, or otherwise unenforceable, the indefinite,

invalid, or unenforceable provision will be deemed deleted, and the remaining part of this

Agreement will continue in full force and effect.

April 2006 91

If any covenant in this Agreement which restricts competitive activity is deemed

unenforceable by virtue of its scope in terms of area, business activity prohibited, and/or

length of time, but would be enforceable by reducing any part or all of the covenant, you

and we agree that the covenant will be enforced to the fullest extent permissible under the

laws and public policies applied in the jurisdiction whose law is applicable to the validity

of the covenant.

If any applicable and binding law or rule of any jurisdiction requires a greater prior

notice of termination, or refusal to renew, than this Agreement, the prior notice or other

action required by such law or rule will be substituted for the notice requirements of this

Agreement. Such modification to this Agreement will be effective only in such jurisdiction

and this Agreement will otherwise be enforced as originally made and entered into in all

other jurisdictions.

B. WAIVER OF OBLIGATIONS.

Either of us may, by written notice, unilaterally waive or reduce any obligation or

restriction of the other party under this Agreement. The waiver or reduction may be

revoked at any time, for any reason, on 10 days notice.

C. FEES AND EXPENSES.

Should either we or you commence any action or proceeding for the purpose of

enforcing, or preventing, the breach of any provision of this Agreement, whether by

arbitration, judicial or quasi-judicial action or otherwise, or for damages for any alleged

breach of any provision, or for a declaration of such party’s rights or obligations under this

Agreement, then the prevailing party will be reimbursed by the losing party for all costs

and expenses incurred in connection with such action, including, but not limited to,

reasonable attorneys’ and experts’ fees for the services rendered to such prevailing party.

All sums which are due but unpaid to either party will bear interest from the date due at the

highest rate applicable by law.

D. YOU MAY NOT WITHHOLD PAYMENT TO US.

You promise to not withhold payment of any amount due to us on the grounds of

our alleged nonperformance or for any other reason. You agree that all claims may, if not

otherwise resolved, be submitted to arbitration as provided in Paragraph F of this Section.

E. RIGHTS OF PARTIES ARE CUMULATIVE.

Your and our rights are cumulative and no exercise or enforcement by either of us

of any right or remedy in this Agreement will preclude the exercise or enforcement by that

party of any other right of remedy to which it is entitled by law.

F. ARBITRATION.

Except for any controversy or claim relating to the improper or unauthorized use or

ownership of the Marks, the breach of non-competition covenants, or the disclosure or

improper or unauthorized use of confidential or proprietary information by you, all

controversies, disputes, or claims between us and our shareholders, officers, directors,

agents, and employees, and you, arising out of or related to:

1. this Agreement or any other agreement between you and us or any

provision of any these agreements;

April 2006 92

2. our relationship with you;

3. the validity of this Agreement or any other agreement between you and us

or any provision of any of those agreements;

4. any System Standard relating to the establishment or operation of the

Franchised Business;

will be submitted for final and binding arbitration, on demand of either party, to the office

of the American Arbitration Association closest to our then existing principal business

address. The arbitration proceedings will be conducted at that American Arbitration

Association office and, except as otherwise provided in this Agreement, will be heard by

an arbitrator, chosen by you and us, but if we cannot agree upon an arbitrator, then we

shall each select one arbitrator, and the two arbitrators shall select a third arbitrator, this

third arbitrator will alone hear the dispute, in accordance with the then current commercial

arbitration rules of the American Arbitration Association. All matters relating to arbitration

will be governed by the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.) and not by any state

arbitration law.

At least five business days prior to the arbitration hearing, we will each provide our

last best offer to resolve the dispute to one another, as well as to the arbitrator.

Notwithstanding any other provision set forth is this section or elsewhere in the

Agreement, it is agreed and understood the arbitrator shall only have the right to select one

or the other of these last best offers as his/her final decision. The arbitrator may not under

any circumstances reach any other determination. The party whose last best offer is not

selected by the arbitrator shall pay the costs and expenses of the arbitrator and of the other

party, including the other party’s attorney fees. So long as it is set forth in a party’s last

best offer to resolve the dispute, the arbitrator shall have the right to award specific

performance and/or injunctive relief. The arbitrator will not have the right to declare any

mark generic or otherwise invalid or to award exemplary or punitive damages.

The award and decision of the arbitrators will be conclusive and binding upon all

parties hereto, and judgment upon the award may be entered in any court of competent

jurisdiction.

We and you promise to be bound by the provisions of any limitation on the period

of time in which claims must be brought under applicable law or this Agreement,

whichever expires earlier. We and you further promise that, in connection with any

arbitration proceeding, each must submit or file any claim which would constitute a

compulsory counterclaim (as defined by Rule 13 of the Federal Rules of Civil Procedure)

within the same proceeding as the claim to which it relates. Any claim which is not

submitted or filed as described above will be forever barred.

We and you agree that arbitration will be conducted on an individual, not a class-

wide, basis, and that an arbitration proceeding between us and our shareholders, officers,

directors, agents, employees, and you may not be consolidated with any other arbitration

proceeding between us and any other person, corporation, or partnership.

Notwithstanding anything to the contrary contained in this Paragraph, we and you

each have the right in a proper case to seek temporary restraining orders and temporary or

preliminary injunctive relief from a court of competent jurisdiction, provided, however,

April 2006 93

that we and you must contemporaneously submit our dispute for arbitration on the merits

as provided in this Section.

The provisions of this Paragraph are intended to benefit and bind certain third party

non-signatories and will continue in full force and effect subsequent to, and

notwithstanding, the expiration or termination of this Agreement

G. JURISDICTION.

Subject to Section 15.F., you agree that all actions arising under this Agreement, or

otherwise, as a result of the relationship between you and us shall be commenced in the

state, and in the state or federal court of general jurisdiction, closest to where our principal

business address then is located, and you irrevocably submit to the jurisdiction of such

courts and waive any objection you may have to either the jurisdiction of or venue in such

courts. Notwithstanding the foregoing, you agree that we may enforce this Agreement in

the courts of the state or states in which you are domiciled or the Franchised Business is

located.

H. CHOICE OF LAW.

All matters relating to arbitration will be governed by the Federal Mediation Act (9

U.S.C.δδ 1 ET SEQ.). Except to the extent governed by the Federal Mediation Act as

required hereby, the United States Trademark Act of 1946 (Lanham Act, 15 U.S.C.

Sections 1051 ET SEQ.) or Federal Law, this Agreement, the Franchise and all claims

arising from the relationship between us and you will be governed by the laws of the state

where our principal business address is located.

I. WAIVER OF PUNITIVE DAMAGES AND JURY TRIAL.

Except for the mutual indemnification obligations under Section 14.C. and claims

we bring against you for your unauthorized use of the Marks or unauthorized use or

disclosure of any confidential information, we and you waive, to the fullest extent

permitted by law, any right to or claim for any punitive or exemplary damages against the

other and agree that, in the event of a dispute between us, the party making a claim will be

limited to equitable relief and to recovery of any actual damages it sustains.

We and you irrevocably waive trial by jury in any action, proceeding, or

counterclaim, whether at law or in equity, brought by either of us.

J. BINDING EFFECT.

This Agreement is binding us and you and will inure to the benefit of the parties

hereto and their respective executors, administrators, heirs, assigns, and successors in

interest and may not be modified, except by a written agreement signed by you and us.

K. LIMITATIONS OF CLAIMS.

Except for claims arising from your non-payment or underpayment of amounts you

owe us under this Agreement, any and all claims arising out of or relating to this

Agreement or our relationship with you will be barred unless a judicial proceeding is

commenced within one year from the date on which the party asserting the claim knew or

should have known of the facts giving rise to the claim.

L. CONSTRUCTION.

April 2006 94

The introduction and exhibits are a part of this Agreement which, together with the

Manuals and our other written policies, constitute our and your entire agreement except as

provided below, and there are no other oral or written understandings or agreements

between us and you relating to the subject matter of this Agreement, except that you

acknowledge that we justifiably have relied on your representations made before the

execution of this Agreement. Except as contemplated by the arbitration provisions of

Section 15.F. nothing in this Agreement is intended, nor is deemed, to confer any rights or

remedies upon any person or legal entity not a party to this Agreement.

Except where this Agreement expressly obligates us reasonably to approve or not

unreasonably to withhold our approval of any of your actions or requests, we have the

absolute right to refuse any request you make or to withhold our approval of any of your

proposed initiated or effected actions that require our approval.

The headings of the sections and paragraphs in this Agreement are for convenience

only and do not define, limit, or construe the contents of such sections or paragraphs.

References in this Agreement to "we," "us," and "our," with respect to all of our

rights and all of your obligations to us under this Agreement, will be deemed to include

any of our affiliates with whom you deal. The term "affiliate," as used in this Agreement

with respect to you or us, means any person or entity directly or indirectly owned or

controlled by, under common control with, or owning or controlling you or us. For

purposes of this definition, "control" means the power to direct or cause the direction of

management and policies.

If two or more persons are the Franchise Owner under this Agreement, their

obligation and liability to us will be joint and several.

This Agreement may be signed in multiple copies, each of which will be deemed an

original.

M. COMPLIANCE WITH OTHER LAWS

You must comply with all national, state, and local laws and regulations that apply.

You should investigate these laws.

16. NOTICES AND PAYMENTS.

Any notice, report, payment, or other communication which is required to be

delivered by the provisions of this Agreement, will be in writing and will be deemed to be

delivered:

1. at the time of hand delivery;

2. at the time delivered via computer transmission and, in the case of Royalty

and National Marketing Fund contributions, at the time we actually debit

your account;

3. one business day after transmission by telecopy, facsimile, or other

electronic system;

4. one business day after being placed in the hands of a commercial courier

service for next business day delivery;

5. 5 business days after placement in the United States Mail by Registered or

Certified Mail, Return Receipt Requested, postage prepaid.

April 2006 95

All communications are to be addressed to the party to be notified at its most

current principal business address. Both you and we agree to immediately notify the other

of any change in address. Any required payment or report that we do not actually receive

during regular business hours on the date due will be deemed delinquent.

17. YOUR AFFIRMATIONS.

In awarding this Franchise, we are relying upon your statements, as affirmed by

your initials to the left of each statement, that:

___ ___ As the Managing Owners, you intend and agree to devote your best

efforts to the development and management of your Franchised Business. At least one

Managing Owner will operate the Franchised Business on a full-time basis.

___ ___ We have not made, nor have you relied, on any representation as to

the past or future sales, volume or potential profitability, earnings or income of the

Franchised Business, or any other MOLLY MAID franchised business, other than the

information provided in our Offering Circular.

___ ___ You have had the opportunity, and have been encouraged by us, to

independently investigate and analyze both the MOLLY MAID franchise opportunity and

the terms and provisions of this Agreement by contacting any and all of our Franchise

Owners and by utilizing the services of attorneys, accountants, or other advisors as you

deem to be necessary.

___ ___ You are not relying on any representation or statement that we have

made regarding the anticipated income, earnings and growth of Molly Maid, Inc., the

MOLLY MAID franchise system, or the viability of the MOLLY MAID franchise

opportunity.

___ ___ That, like any other business, the nature of the business conducted

by MOLLY MAID franchised businesses may, and probably will, evolve over time.

___ ___ That your abilities and efforts are vital to the success of the

Franchised Business.

___ ___ That continually securing new customers is necessary to the

Franchised Business and requires you to make consistent and repeated marketing and

advertising efforts through a variety of mediums.

___ ___ We have certain rights reserved to us to own and operate MOLLY

MAID businesses, to franchise others to operate MOLLY MAID businesses, and to

otherwise use the System, Marks, know-how, techniques, and procedures, including

(without limitation) those expressly set forth in Section 1.D. of this Agreement.

___ ___ As expressly set forth in Section 15, certain disputes, controversies,

or claims between us will be submitted to Arbitration and we both waive rights to, or

claims for, any punitive or exemplary damages either of us may have against the other.

___ ___ We may sell our assets, Marks, or the System outright to a third

party; may go public; may engage in a private placement of some or all of our securities;

may merge, acquire other corporations, or be acquired by another corporation; may

undertake a re-financing, re-capitalization, leveraged buyout or other economic or

April 2006 96

financial restructuring; with regard to any or all of the above sales, assignments, and

dispositions, you expressly and specifically waive any claims, demands, or damages

arising from or related to the loss of said Marks (or any variations of them) and/or the loss

of association with or identification of Molly Maid, Inc. as the franchisor of this

Agreement.

___ ___ The covenants not to compete set forth in this Agreement are fair

and reasonable, and will not impose any undue hardship on you, since you have other

considerable skills, experience, and education which will afford you the opportunity to

derive income from other endeavors.

___ ___ All information that you have set forth in any and all applications,

financial statements, and submissions to us is true, complete, and accurate in all respects,

and you expressly acknowledge that we are relying upon the truthfulness, completeness,

and accuracy of this information.

IN WITNESS WHEREOF, the parties hereto have signed and delivered this

Agreement on the date stated on the first page hereof.

MOLLY MAID, INC., a Michigan corporation

By:_______________________________________ Date:

Kristi Mailloux

Its: Executive Vice President of Operations

MANAGING OWNER

_________________________________________ Date:

«Name1»

MANAGING OWNER

_________________________________________ Date:

«Name2»

FRANCHISEE: «LLC_or_Corp»

By:_______________________________________ Date:

«Name1»

Its: Authorized Representative

By:_______________________________________ Date:

«Name2»

Its: Authorized Representative

April 2006 97

EXHIBIT A

TO THE FRANCHISE AGREEMENT

BETWEEN

MOLLY MAID, INC. AND

«Legal_Name»

DATED __________________________, 200__

TERRITORY

The “Territory” referred to in Section 1 of the Franchise Agreement will be defined

as follows:

2000 U. S. Census Bureau Census Tract

County of «County», State of «state1» («state_code»-«county_code»)

«t1» «t2» «t3» «t4» «t5»

«t6» «t7» «t8» «t9» «t10»

«t11» «t12» «t13» «t14» «t15»

«t16» «t17» «t18» «t19» «t20»

«t21» «t22» «t23» «t24» «t25»

«t26» «t27»

If any of the Census Tracts identified in the Territory, are defined by political

boundaries such as counties, city, etc., the boundaries will be considered fixed as of the

date of this Agreement and will not change for the purpose of this Agreement,

notwithstanding a political reorganization or change to the boundaries or regions. All street

boundaries will be deemed to end at the street center line unless otherwise specified above.

MOLLY MAID, INC., a Michigan corporation

By:_______________________________________ Date:

Kristi Mailloux

Its: Executive Vice President of Operations

MANAGING OWNER

_________________________________________ Date:

«Name1»

MANAGING OWNER

_________________________________________ Date:

«Name2»

April 2006 98

FRANCHISEE: «LLC_or_Corp»

By:_______________________________________ Date:

«Name1»

Its: Authorized Representative

By:_______________________________________ Date:

«Name2»

Its: Authorized Representative

April 2006 99

EXHIBIT B

TO THE FRANCHISE AGREEMENT

BETWEEN

MOLLY MAID, INC. AND

«Legal_Name»

DATED __________________________, 200__

INITIAL PACKAGE

Quantity Item

$1,000

Convention Allowance (offsets expenses associated with your

attendance at the first annual convention that is scheduled following

your completion of Initial Training)

Office Supplies

500 #10 Envelopes

1000 MOLLY MAID Toilet Paper Stickers

5 MOLLY MAID Memo Pads

500 Business Cards

25 Thank You Notes with Envelopes

500 Personalized Letterhead

1 5-In-1 Labor Law Poster

1 Mission Statement Poster

Accounting and Record Keeping Supplies

1 QuickBooks Accounting Software Package

500 Computer Checks formatted for QuickBooks

250 Double Window Envelopes

200 Deposit Slips

Sales/Marketing Supplies: (Actual marketing material are ordered

separately through our approved national suppliers)

2 Telephone Dialogue Books

2 Telephone Dialogue Book Refills

50 Sales Lead Tracking Forms

250 Leave Behind Brochures

3 Marketing/Service Vehicles Decals

Customer Supplies:

500 Estimate Sheets

100 Quality Assurance Evaluation

1 Estimate/Presentation Binder with Materials

2 Cash Receipt Books

25 Gift Certificates and Envelopes

50 Invoice Statements

April 2006 100

Quantity Item

Employee Supplies:

200 Employee Applications -Spanish

200 Employee Applications -English

10 HSP Recruitment Posters w/holder--Spanish

10 HSP Recruitment Posters w/holder--English

200 Employee Recruitment Door hangers--Spanish

1 Route Manager Binder

1 Driving Safety Video - English

1 Driving Safety Video - Spanish

Cleaning Equipment

1 Sanitaire Vacuum and Attachments

1 Hoover PortaPower Vacuum and Attachments

1 Disposable Bag Adaptor Kit (Hoover)

6 Disposable Bags (Hoover) (5 per pack)

1 Mop System

1 Plastic Bucket (Double-Sided)

6 Rinse Cups

10 Bucket Stickers

5 Sponges

1 High Duster

1 Wooley Duster

1 Toilet Brush

1 Grout Brush

Cleaning Supplies:

1 Ecolab Chemical Dispenser System*

• 16 Plastic Dispenser Bottles

• 16 Plastic Triggers

• Material Data Safety Sheets for Oasis Chemical (1)

• Oasis Wall Rack (2)

• Oasis All Purpose Cleaner (1)

• Oasis Bathroom Cleaner (1)

• Oasis Glass Cleaner (1)

• Oasis Deodorizer (1)

150 Cleaning Clothes – Cotton

50 Glass Cleaning Clothes – Polyester/Polyamide

2 Safety Goggles

4 Safety Work Gloves

2 First Aid Kit

Uniforms:

April 2006 101

Quantity Item

5 MOLLY MAID Pink Owner Shirts

6 MOLLY MAID Employee Uniform Shirts

5 MOLLY MAID Aprons

2 MOLLY MAID Owner Name Tags

Manuals: All Manuals are the property of

Molly Maid, Inc., on loan to Franchise Owner

1 Operating Manual

1 Cleaning/Safety Manual—English

1 Cleaning/Safety Manual—Spanish

1 Employee Training Manual

1 Personnel Manual

1 Marketing Manual

1 Right Start Manual

1 QuickBooks Guide

1 Customer Care Manual

1 Cleaning Training DVD—English/Spanish

1 Route Manager Training Video - Spanish

1 Route Manager Training Video - English

1 Personnel Training Video

Technology:

1 Customer Care License and Software

1 Personal Computer (meeting our specifications)

1 Printer/Fax/Copier/Scanner

1 Uninterruptible Power Supply

1 Microsoft Map Point Software & License

1 Instructional Tutorial

April 2006 102

April 2006 103

EXHIBIT C

TO THE FRANCHISE AGREEMENT

BETWEEN

MOLLY MAID, INC. AND

«Legal_Name»

DATED __________________________, 200__

CUSTOMER CARE LICENSE AGREEMENT

Molly Maid, Inc., a Michigan corporation, having its principal office at 3948

Ranchero Drive, Ann Arbor, Michigan 48108 ("MMI"), grants a renewable license

("License") to «Legal_Name» with offices at «Address» ("Licensee"), upon the terms set

forth in this Agreement and subject to all the terms of a Franchise Agreement signed

concurrently with this Exhibit between MMI and Licensee.

Licensee shall, during the term of this Agreement and upon the start of their

MOLLY MAID franchised business, pay MMI a weekly license fee. The amount of this

fee may change from time to time, at the discretion of MMI. Failure to make any payment

shall result in the immediate termination of this License.

TERMS AND CONDITIONS

1. License Grant: MMI grants to Licensee a renewable License to use the

MMI Customer Care system ("Product"), and all subsequent upgrades, on

Licensee's computer. This License does not extend to other parties, even if

they use the same computer. MMI reserves the right to issue new modules,

which may be separately licensed.

2. Title: Title to the Product shall remain with MMI.

3. Term: This License is a quarterly license. It shall automatically renew each

quarter and shall remain in effect throughout the term of the Franchise

Agreement between MMI and Licensee.

4. Copies and Listings: The Licensee shall not copy or reverse-engineer the

Product in whole or in part, nor shall it permit other parties to do so.

5. Protection of Product: Licensee agrees not to make available to any party

the Product or any of its parts. Licensee agrees to take appropriate action

with its employees and any other parties to obtain assurances of non-

disclosure consistent with this Agreement.

Licensee recognizes that the Product is MMI copyrighted property,

represents a large investment of human and financial resources by MMI, is

a trade secret of MMI, and is confidential information. Licensee agrees to

keep the Product, and all related materials, confidential. Licensee will use

its best efforts, including any reasonable security precautions as MMI may

request, to insure that the proprietary rights of MMI are preserved to the

fullest extent possible under the law. In addition to the right to terminate

this Agreement, MMI shall be entitled to seek appropriate injunctive relief

April 2006 104

if there is any violation of the confidentiality of its copyrighted materials,

and to bring an action at law where appropriate.

6. Assignment and Sub-Licensing: This License shall not be assigned or sub-

licensed by Licensee, except with the prior, specific written consent of

MMI.

7. Warranty: MMI warrants that the Product, when delivered to Licensee,

shall be free from material defects and shall conform to the program

documentation. Licensee acknowledges that the Product is of such

complexity that it may have certain defects when delivered. Licensee agrees

that the sole liability of MMI shall be to correct program errors in the

Product, and not to correct problems due to the hardware upon which the

Product is operated, interaction with other non-standard software, or

incorrect handling or employment of the Product by Licensee. All

warranties extend only to the Licensee.

THE ABOVE WARRANTIES ARE IN LIEU OF ALL OTHER

WARRANTIES, STATUTORY OR OTHERWISE, EXPRESS OR

IMPLIED, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED

WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A

PARTICULAR PURPOSE.

8. Limitation of Liability; Limitation of Actions: MMI SHALL NOT BE

LIABLE FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL

DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS

FROM ANY CAUSE ARISING OUT OF OR IN ANY WAY

CONNECTED WITH THE PRODUCT, NOR FOR ANY CLAIM OR

DEMAND BY OR AGAINST LICENSEE. No action arising out of the

transactions under this Agreement may be brought by either party more

than one year after the cause of action has occurred. Additionally, any cause

of action for improper use, transfer, sub-licensing, or disclosure of the

Product or materials may be brought within one year of the date when MMI

shall have actual knowledge thereof. If MMI must institute suit to enforce

the terms and conditions of this Agreement, Licensee shall pay reasonable

attorneys fees and costs incurred by MMI.

9. Termination by MMI: The parties agree that any of the following events

shall be considered to be a default under the terms of this Agreement, shall

entitle MMI to terminate this Agreement, and shall authorize MMI to

immediately terminate Licensee's access to the Product:

a. Failure to maintain the Franchise Agreement between MMI and

Licensee in good standing;

b. Failure to make payments of any kind to MMI in full or on time;

c. Failure to comply with any covenants or agreements herein;

d. Licensee's disposing of, licensing, or transferring the Product, other

than strictly in accordance with the terms of this Agreement.

April 2006 105

e. Upon termination of this Agreement, Licensee shall immediately

deliver to MMI all Products, and copies of Products, and related

materials in its possession, and shall not maintain any copies of any

these materials, in whole or part, for itself..

Miscellaneous: If any part of this Agreement shall be found to be unenforceable, these

findings shall not invalidate the other parts of this Agreement. This Agreement expresses

the entire understanding of the parties with respect to the subject matter herein, all

promises, undertakings, representations, agreements and arrangements with reference to

the subject matter of this Agreement. This Agreement shall be construed in accordance

with the laws of the State of Michigan, and shall be deemed to have been made in the State

of Michigan. This Agreement may not be modified, except by a written agreement signed

by MMI and Licensee.

MOLLY MAID, INC., a Michigan corporation

By:_______________________________________ Date:

Kristi Mailloux

Its: Executive Vice President of Operations

MANAGING OWNER

_________________________________________ Date:

«Name1»

MANAGING OWNER

_________________________________________ Date:

«Name2»

FRANCHISEE: «LLC_or_Corp»

By:_______________________________________ Date:

«Name1»

Its: Authorized Representative

By:_______________________________________ Date:

«Name2»

Its: Authorized Representative

April 2006 106

April 2006 107

EXHIBIT D

TO THE FRANCHISE AGREEMENT

BETWEEN

MOLLY MAID, INC. AND

«Legal_Name»

DATED __________________________, 200__

TELEPHONE LISTING AGREEMENT

In accordance with the terms of the Franchise Agreement between «Legal_Name»

("Franchise Owner") and Molly Maid, Inc. ("MOLLY MAID"), a Michigan corporation,

signed concurrently with this Assignment, under which MOLLY MAID granted Franchise

Owner the right to own and operate a franchised business (the "Franchised Business"),

Franchise Owner, for value received, hereby assigns to MOLLY MAID all of Franchise

Owner's right, title, and interest in and to those certain telephone numbers and regular,

classified, or other telephone directory listings (collectively, the "Telephone Numbers and

Listings") associated with the MOLLY MAID trade and service marks and used from time

to time in connection with the operation of the Franchised Business. This assignment is for

collateral purposes only and, except as specified herein, MOLLY MAID will have no

liability or obligation of any kind whatsoever arising from or in connection with this

Assignment unless MOLLY MAID will notify the telephone company and all listing

agencies (collectively, the "Telephone Company") pursuant to the terms hereof to

effectuate the assignment.

Upon termination or expiration of the Franchise Agreement (without renewal or

extension), MOLLY MAID will have the right and is hereby empowered to effectuate the

assignment of the Telephone Numbers and Listings, and, if this occurs, Franchise Owner

will have no further right, title, or interest in the Telephone Numbers and Listings and will

remain liable to the Telephone Company for all past due fees owing to the Telephone

Company on or before the effective date of the assignment hereunder.

Franchise Owner agrees and acknowledges that as between MOLLY MAID and

Franchise Owner, upon termination or expiration of the Franchise Agreement, MOLLY

MAID will have the sole right to and interest in the Telephone Numbers and Listings, and

Franchise Owner appoints MOLLY MAID as Franchise Owner's true and lawful attorney-

in-fact to direct the Telephone Company to assign same to MOLLY MAID, and sign the

documents and take actions as may be necessary to effectuate the assignment. Upon this

event, Franchise Owner will immediately notify the Telephone Company to assign the

Telephone Numbers and Listings to MOLLY MAID. If Franchise Owner fails to promptly

direct the Telephone Company to assign the Telephone Numbers and Listings to MOLLY

MAID, MOLLY MAID will direct the Telephone Company to effectuate the assignment,

contemplated hereunder, to MOLLY MAID. The parties agree that the Telephone

Company may accept written direction from MOLLY MAID, or this Assignment, as

conclusive proof of MOLLY MAID's exclusive rights in and to the Telephone Numbers

and Listings upon the termination or expiration of the Franchise Agreement. The parties

further agree that if the Telephone Company requires that the parties sign the Telephone

April 2006 108

Company's assignment forms or other documentation at the time of termination or

expiration, MOLLY MAID's execution of these forms or documentation will effectuate

Franchise Owner's consent and agreement to the assignment. The parties agree that at

anytime after the date hereof, they will perform such acts and sign and deliver the

documents as may be necessary to assist in or accomplish the assignment described herein

upon termination or expiration of the Franchise Agreement.

MANAGING OWNER

_________________________________________ Date:

«Name1»

MANAGING OWNER

_________________________________________ Date:

«Name2»

FRANCHISEE: «LLC_or_Corp»

By:_______________________________________ Date:

«Name1»

Its: Authorized Representative

By:_______________________________________ Date:

«Name2»

Its: Authorized Representative

ASSIGNEE

MOLLY MAID, INC., a Michigan corporation

By:_______________________________________ Date:

Kristi Mailloux

Its: Executive Vice President of Operations

April 2006 109

DISCLOSURE ACKNOWLEDGMENT STATEMENT

(To be completed by each signator to the Franchise Agreement)

Through the use of this document, we desire to ascertain that you, «Legal_Name»,

understand and comprehend that the purchase of a MOLLY MAID franchise is a business

decision, complete with its associated risks, and that it is the policy of Molly Maid, Inc.

to verify that you are not relying upon any oral statement, representations, promises, or

assurances during the negotiations for the purchase of the franchise which have not been

authorized by Molly Maid, Inc.

1. I recognize and understand that business risks, which exist in connection with the

purchase of any business, make the success or failure of the franchise subject to many

variables, including my skills and abilities, the hours I work, the competition, interest

rates, the economy, inflation, business location, operation costs, lease terms, and

costs and the market place. I hereby acknowledge my willingness to undertake these

risks.

2. I acknowledge receipt of the Molly Maid, Inc. Uniform Franchise Offering Circular

and Exhibits. I acknowledge that I have had the opportunity to personally and

carefully review these documents. Furthermore, I have been advised to seek

professional assistance, to have professionals review the documents, and to consult

with other franchise owners regarding the risks associated with the purchase of the

franchise.

3. I agree and state that the decision to enter into this business risk is in no manner

predicated upon any oral representations, assurances, warranties, guarantees, or

promised made by Molly Maid, Inc. or any of its officers, employees, or agents

(including any franchise broker) as to the likelihood of success of the franchise. I

further acknowledge that I have not received any information from Molly Maid, Inc.

or any of its officers, employees, or agents (including any franchise brokers)

concerning actual, average, projected, or forecasted franchise sales, profits, or

earnings, other than that which is contained in Item 19 of the Uniform Franchise

Offering Circular. If I believe that I have received any information concerning actual,

average, projected, or forecasted franchise sales, profits, or earnings, I will describe

them in the space below. If no information concerning actual, average, projected, or

forecasted franchise sales, profits, or earnings, other than those contained in Item 19,

have been received, please write “None.”

Date:

«Name1»

Date:

«Name2»

April 2006 110

April 2006 111

EXHIBIT C

AND C

FRANCHISE LISTS

Exhibit C1

Franchise List as of December 31, 2005

April 2006 112

April 2006 113

MOLLY MAID Franchisee List Page 1

Plyler, Debra and Ivan Axcell, Kathy (Long Beach/South Bay)

MOLLY MAID of Birmingham MOLLY MAID of Long Beach/South Bay

2941 Allison-Bonnett Memorial Drive 18220 S. Broadway St. Suite A

Hueytown, AL 35023 Gardena, CA 90248

Business: 205-744-6664 Business: 562-439-6243

Nash, Rebecca and Pedro Silva Axcell, Kathy (Newport Beach/Tustin)

MOLLY MAID of Western Pulaski County MOLLY MAID of Newport Beach/Tustin

7527 Counts Massie Rd. 18220 South Broadway Street Ste A

Maumelle, AR 72113 Gardena, CA 90248

Business: 501-758-9996 Business: 877-793-2532

Dodge, Mike Barone, Deborah

MOLLY MAID of N. Scottsdale & Ahwatukee MOLLY MAID of Southern Sonoma County

7109 E. McDowell Rd 1320 Industrial Ave.

Scottsdale, AZ 85257 Petaluma, CA 94952

Business: 480-970-1972 Business: 707-769-0770

Johnson, Jay, Adelaida, and Jeffrey Belardi, Pat

MOLLY MAID of West Glendale/Avondale MOLLY MAID of Marin

5540 W. Glendale Ave #C102 424 Irwin St. Suite A

Glendale, AZ 85301 San Rafael, CA 94901

Business: 623-934-7037 Business:

415-454-3600

Paetz, Mark Bilham, Anthony and Alexandra

MOLLY MAID of Gilbert MOLLY MAID of Conejo Valley

1017 S. Gilbert Road, Suite 101 28914 Roadside Dr., Store #7

Mesa, AZ 85204 Agoura Hills, CA 91301

Business: 480-775-1400 Business: 818-707-0113

Rauhoff, Lance and Susan Bitters, Gary and Stephanie

MOLLY MAID of East Phoenix and Paradise MOLLY MAID of Rancho Bernardo

PO Box 97759 16980 Via Tazon, Suite 390

Phoenix, AZ 85060 San Diego, CA 92127

Business: 602-957-6243 Business: 858-673-8111

Strickland, Cynthia Borba, LeRoy and Ginger

MOLLY MAID of N. Glendale/Peoria MOLLY MAID of Central Stanislaus County

10642 N. 51st Avenue 4813 Enterprise Way, Unit F

Glendale, AZ 85304 Modesto, CA 95356

Business: 623-487-9245 Business: 209-545-4044

Allard, John and Lisa Bruscino, Joseph and Laura

MOLLY MAID of Placer County MOLLY MAID of the High Desert

4235 Pacific St., Ste. E. 16044 Bear Valley Road, Suite 3

Rocklin, CA 95677 Victorville, CA 92395

Business: 916-652-9722 Business: 760-241-4554

December 31, 2005

April 2006 114

MOLLY MAID Franchisee List Page 2

Bullard, Dianne Faggioli, Anthony

MOLLY MAID of the West Valley MOLLY MAID of Burbank

22122 Ventura Blvd. 356 E. Olive Avenue, Suite 104

Woodland Hills, CA 91364 Burbank, CA. 91502

Business: 818-716-5568 Business: 818-972-2745

Chaput, Steve Gootgeld, Michael and Lorraine

MOLLY MAID of La Verne MOLLY MAID of San Marcos

1025 Sentinel, Suite 103 839 W. San Marcos Blvd.

La Verne, CA 91750 San Marcos, CA 92069

Business: 909-596-9994 Business: 760-736-0007

Chaput, Steve (Huntington Beach) Hampton, David and Elizabeth

Molly Maid MOLLY MAID of S. San Jose/Los Gatos

1025 Sentinel, Suite 103 4606 Meridian Ave., Suite J

LaVerne, CA 91750 San Jose, CA 95124

Business: 909-596-9994 Business: 408-445-0448

Cole, Shelley and Kerry Harris, Mike

MOLLY MAID of Southern Riverside/Norco & MOLLY MAID of Yorba Linda

11731 Sterling Ave. Unit M 1533 Sierra Bonita

Riverside, CA 92503 Placentia, CA 92870

Business: 951-688-3300 Business:

714-993-5530

Crockett, Robert Johnson, Lisa

MOLLY MAID Folsom Lake Molly Maid of Playa Vista

9198 Greenback Lane Ste #102 9469 Jefferson Blvd. Suite #107

Orangevale, CA 95662-4770 Culver City, CA 90232

Business: 916-987-7400 Business: 323-295-2676

Cruz, Martha Kaanehe, Brian and Rachael

MOLLY MAID of San Mateo MOLLY MAID of Del Mar

715 El Camino Real, Suite 204 11211 Sorrento Valley Road, Suite H

San Bruno, CA 94066 San Diego, CA 92121

Business: 650-837-9588 Business: 858-535-9500

Davis, Angela and Gloria Kallman, Jeffrey and Lewis, Judith

MOLLY MAID of SE San Joaquin County MOLLY MAID of Cupertino/Saratoga

125 D'Arcy Pkwy 1275 S. Winchester Blvd., Suite C

Lathrop, CA 95330 San Jose, CA 95128

Business: 209-858-5506 Business: 408-261-1415

Davis, Robert and Thomas Rudolph Massoumi, Ashena

MOLLY MAID of Coachella Valley MOLLY MAID of Palo Alto Menlo Park

68-703 Perez Rd. Ste. A-10 1931 Old Middlefield Way, Suite 220

Cathedral City, CA 92234 Mountain View, CA 94040

Business: 760-770-4884 Business: 650-965-1105

December 31, 2005

April 2006 115

MOLLY MAID Franchisee List Page 3

Medina, Marton and Joelle Schatan, Steve and Connie (Temecula)

MOLLY MAID of W. San Gabriel Valley MOLLY MAID of Temecula Valley

185 N. Hill Ave. 27911 Jefferson Avenue #102

Pasadena, CA 91106 Temecula, CA 92592

Business: 626-229-9090 Business: 951-676-7800

Melton, Mark and Holly Schatan, Steve and Connie (Irvine)

MOLLY MAID of Santa Barbara/Ventura MOLLY MAID of Irvine

6430 Via Real, Suite #3 43850 Rendova Place

Carpinteria, CA 93013-2914 Temecula, CA

Business: 805-684-7328 Business: 949-367-8000

Nabhani, Samer Schmelter, Karen and Richard

MOLLY MAID of the Tri-Valley Area MOLLY MAID of East & South County

1233 Quarry Lane Suite 110 2946 Jamacha Rd. Suite B-1

Pleasanton, CA 94566 El Cajon, CA 92019

Business: 925-485-9497 Business: 619-660-7900

Oswell, Vivian & Tracy and Leavitt, Larry & Schneider, Craig

MOLLY MAID of Antelope Valley MOLLY MAID of Fresno

38434 9th Street East, Suite I 2310 E. Gettysburg St

Palmdale, CA 93550 Fresno, CA 93726

Business: 661-265-7768 Business:

559-225-4387

Perry, Steven Smith, John

MOLLY MAID of East Santa Rosa MOLLY MAID of Santa Clarita

806 Sonoma Ave, Unit B 18350 1/2 Soledad Canyon Rd.

Santa Rosa, CA 95404 Santa Clarita, CA 91387

Business: 707-543-5900 Business: 661-298-1800

Pollock, David and Linda Stahl, Diane

MOLLY MAID of Monterey County MOLLY MAID of Redlands

32 E. Alisal, Suite 203 23910 Alessandro Blvd., Suite C

Salinas, CA 93901 Moreno Valley, CA 92553

Business: 831-751-3000 Business: 951-653-1400

Saiki, Vince Sunnen, Gene

MOLLY MAID of Downtown Los Angeles MOLLY MAID of East Bay Hills

P.O. Box 15444 1471 Macarthur Blvd

Los Angeles, CA 90015 Oakland, CA 94602

Business: 213-745-9955 Business: 510-530-6076

Schatan, Steve and Connie Sunnen, Gene (Pleasant Hill)

MOLLY MAID of Mission Viejo MOLLY MAID of Pleasant Hill

26041 Cape Dr., Suite #134 1471 MacArthur Blvd

Laguna Niguel, CA 92677 Oakland, CA 94602

Business: 949-367-8000 Business: 925-939-6076

December 31, 2005

April 2006 116

MOLLY MAID Franchisee List Page 4

Theobald, Dwain and Lisa Middleton, Craig

MOLLY MAID of East Contra Costa County MOLLY MAID of Broomfield

2045 Main St. 9166 N. Huron Street

Oakley, CA 94561 Thornton, CO 80229

Business: 925-679-1300 Business: 720-540-6057

Dunlap, Carole and Michael Sirota, Elliot

MOLLY MAID of Southcentral Metro Denver MOLLY MAID of Manchester/Glastonbury

4400 S. Federal Blvd. Suite B 914 Main St., Suite 202

Englewood, CO 80110 E. Hartford, CT 06108

Business: 303-703-9784 Business: 860-528-4600

Dunlap, Kathleen Taylor, David

MOLLY MAID of Aurora MOLLY MAID of South Central Fairfield

11000 E.Yale Ave. Suite 40 25 Van Zant St. Unit 15-8, Suite 1

Aurora, CO 80014 Norwalk, CT 06855

Business: 303-745-7902 Business: 203-604-1144

Ehardt, Brenda and Steven Bass, Rose

MOLLY MAID of Colorado Springs West MOLLY MAID of Gainesville

401 E. Woodman Drive 5000 N. W. 34th Street, Suite 9

Colorado Springs, CO 80919 Gainesville, FL 32605

Business: 719-265-5650 Business:

352-378-7755

Idler, Gregory and Karen Braun, Melissa

MOLLY MAID of Arvada MOLLY MAID of Northeast Tampa

3489 W 72nd, #212 14452 Bruce B Downs Blvd., Ste. 112

Westminster, CO 80030 Tampa, FL 33613

Business: 303-428-1994 Business: 813-866-1002

Kadnuck, John and Robert Bullard, Charita

MOLLY MAID of Colorado Springs East MOLLY MAID of Leon County

2960 N. Academy Blvd. Suite 205 1400-3 Village Square Blvd. PMB 256

Colorado Springs, CO 80917 Tallahassee, FL 32312

Business: 719-638-7055 Business: 850-222-6243

Kadnuck, Rob and Kathy Cooper, Mark and Sandra

MOLLY MAID of Denver West MOLLY MAID of Sarasota

4325 Harlan St. Suite #2 2130 Reynolds Street

Wheat Ridge, CO 80033 Sarasota, FL 34231

Business: 303-422-6300 Business: 941-923-6459

Mason, Joseph and Mary DeMoss, Jeff

MOLLY MAID of Highlands Ranch/Castle MOLLY MAID of Ft. Myers

522 Kalamath St. 12811 Kenwood Lane, Suite 101

Denver, CO 80204 Ft. Myers, FL 33907

Business: 303-639-8500 Business: 239-418-0052

December 31, 2005

April 2006 117

MOLLY MAID Franchisee List Page 5

Ericsson, Lars and Lilian Pruden, Mary

MOLLY MAID of Manatee MOLLY MAID of St. Petersburg/Clearwater

1302 68th Avenue West 5030 78th Ave. N. #12

Bradenton, FL 34207 Pinellas Park, FL 33781

Business: 941-753-6243 Business: 727-541-4663

Ferguson, Margarett Rue, Thomas and Terri

Molly Maid of SE Jacksonville MOLLY MAID of Orange Park

2771-1 Monument Road 108-1 Kingsley Ave.

Jacksonville, FL 32225 Orange Park, FL 32073

Business: 904-685-5205 Business: 904-269-5505

Fernandez, Sandra and Cutolo, Gerard and Maria Speer, Sydney and Brian Genesky

Molly Maid of Northwest Tampa MOLLY MAID of Orlando

10033A North Dale Mabry Highway 607 N. Wymore Rd.

Tampa, FL 33618 Winter Park, FL 32789

Business: 813-962-5907 Business: 407-673-0001

Gorban, David and Monica Walls, Clarence and Anna

MOLLY MAID of East Broward Molly Maid of West Seminole

221 N. Federal Hwy. 995 N. State Road 434, Suite 506

Hallandale, FL 33009 Altamonte Springs, FL 32714

Business: 954-455-2691 Business:

407-774-6243

Hoffman, Steven and Martha Watkis, George and Kerry

MOLLY MAID of West Orange and South Lake MOLLY MAID of Weston and Davie

13330 W. Colonial Dr., Suite 130 5051 South State Rd. 7, Suite 512

Winter Garden, FL 34787 Davie, FL 33314

Business: 407-877-0184 Business: 954-327-2995

Lisner, Chuck Collins, Jeremiah

MOLLY MAID of Northwest Florida MOLLY MAID of Savannah

5603 Duvall P.O. Box 30612

Pensacola FL 32503 Savannah, GA 31410

Business: 850-477-2252 Business: 912-234-5921

Middleton, Harry and Allene Edwards, Joe L. and La Tanya

MOLLY MAID First Coast MOLLY MAID of West Atlanta

4478 US 1 North 3379 Hwy 5, Suite E

St. Augustine, FL 32095 Douglasville, GA 30135

Business: 904-825-1717 Business: 770-942-0300

Niemann, Michael and Doreen Flegle, Betty and Greg

MOLLY MAID of East Seminole MOLLY MAID of Cherokee County

262 E. State Road 436 6478 Putnam Ford Dr., Suite 110

Casselberry, FL 32707 Woodstock, GA 30189

Business: 407-339-7740 Business: 770-926-0036

December 31, 2005

April 2006 118

MOLLY MAID Franchisee List Page 6

Griffith, Louise Dillon, Robert and Tom Blank

MOLLY MAID of Henry County MOLLY MAID of SE Lake & NE Cook Counties

517 Country Club Drive 1421 Old Deerfield Rd

Stockbridge, GA 30281 Highland Park, IL 60035

Business: 770-507-4900 Business: 847-681-1800

Keith, John Giese, Raz

MOLLY MAID of Buckhead MOLLY MAID of Peoria

1874 Piedmont Rd. Suite 410-D 808 W. Pioneer Pkwy

Atlanta, GA 30324 Peoria, IL 61615-2145

Business: 404-815-4112 Business: 309-693-1311

Kravtin, Bryna Gould, Win and Marilyn

MOLLY MAID of Columbus/Auburn- MOLLY MAID North Shore

7600 Veterans Pkwy. Suite A 655 Rockland Rd #2

Columbus, GA 31909 Lake Bluff, IL 60044

Business: 706-327-9358 Business: 847-295-2774

Mejias, Alejandro Graczyk, Jerry

MOLLY MAID of North Fulton & Forsyth MOLLY MAID of Northern Lake County

1078 Alpharetta St. 100 S. Atkinson Rd., Suite 105

Roswell, GA 30075 Grayslake, IL 60030

Business: 678-795-0000 Business:

847-548-6889

Milstein, Deborah and Sidney Jatczak, Ken and Lynnette

MOLLY MAID of East Cobb MOLLY MAID of Kendall and NW Will Counties

1360 Powers Ferry Road, Suite A-225 10117 S. Bode Street

Marietta, GA 30067 Plainfield, IL 60544

Business: 770-980-9835 Business: 630-305-3900

Huinker, Tammy Johnson, Vance

MOLLY MAID of Ankeny MOLLY MAID of Oak Park

121 SW 3rd Street 949 Garfield Street

Ankeny, IA 50021 Oak Park, IL 60304-1848

Business: 515-964-4111 Business: 708-386-6655

Nilius, Tim & Twila Long, James and Renee

MOLLY MAID of Des Moines MOLLY MAID of Southwest Cook County

5765 Merle Hay Rd 17732D Oak Park Ave

Johnston, IA 50131 Tinley Park, IL 60477

Business: 515-334-9599 Business: 708-614-7575

Smith, Travis and Kelli Moore, Jeanne Lynn

MOLLY MAID of North Ada County MOLLY MAID of Northwest Cook County

870 N. Linder Road, Suite A 1051 Rohlwing Road

Meridian, ID 83642 Rolling Meadows, IL 60008

Business: 208-898-9726 Business: 847-590-0700

December 31, 2005

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MOLLY MAID Franchisee List Page 7

Nowicki, Henry and Kathryn Hopper, Jim and Kenwyn

MOLLY MAID of Northern Will County MOLLY MAID of Carmel/Fishers/Geist

13033B West 143rd Street 620.L.S Range Line Rd

Homer Glen, IL 60491 Carmel, IN 46032

Business: 708-645-2550 Business: 317-580-0002

Pillar, Raymond Jones, Chris and Katherine

MOLLY MAID of Aurora-Naperville Area MOLLY MAID of Michiana

121 S. Lincolnway Suite 103 51513 B Bittersweet Rd.

North Aurora, IL 60542 Granger, IN 46530

Business: 630-966-2566 Business: 574-277-5090

Rixstine, Tim Patterson, Bill and Theresa

MOLLY MAID of Bloomington Normal MOLLY MAID of Overland Park

1605 GE Road, Suite 15 2011 E. Crossroads Ln. Suite 306

Bloomington, IL 61704 Olathe, KS 66062

Business: 309-661-0005 Business: 913-780-9777

Schrean, John and Susan Dawson, Mickey

MOLLY MAID of Glenview and Wilmette MOLLY MAID of Hardin County

3939 Oakton St. 415 N. Mulberry

Skokie, IL 60076 Elizabethtown, KY 42701

Business: 847-329-0055

Business: 270-769-3896

Valdez, Rafael and Carmen Gambrell, Chuck

Molly Maid of Northwest Chicago/Park Ridge MOLLY MAID of Southern Lexington

7047 W. Addison Avenue 2134 Nicholasville Road, Ste. 12

Chicago, IL 60634 Lexington, KY 40503

Business: 773-283-4800 Business: 859-254-9378

Wilmoth, Richard Meadows, Mike

MOLLY MAID of Southeast DuPage County MOLLY MAID of East Louisville

4912B S. Main St. 1845 Plantside Drive, Suite 7

Lisle, IL 60532 Louisville, KY 40299

Business: 630-241-7100 Business: 502-495-6491

Clevenger, Rebecca Reis, Jim and Aimee

MOLLY MAID of Southeast Indy & Johnson MOLLY MAID of Boone and Kenton Counties

8230 Madison Ave 3161 - G Dixie Highway

Indianapolis, IN 46227 Erlanger, KY 41017

Business: 317-885-6243 Business: 859-341-2110

Fluhr, Lorrain Ayobiojo, Adesola

MOLLY MAID of Hendricks County Molly Maid of Newton Highlands/Brookline

118 East Main Street 208 Sumner Street

Plainfield, IN 46168 Newton, MA 02459

Business: 317-838-8898 Business: 617-558-0018

December 31, 2005

April 2006 120

MOLLY MAID Franchisee List Page 8

Griffith, George and Gena Reilly, Donna

MOLLY MAID of Chelmsford MOLLY MAID of Central Anne Arundel

193 Princeton Street 1298 Bay Dale Dr. Ste 216

N. Chelmsford, MA 01863 Arnold, MD 21012

Business: 978-251-3535 Business: 410-349-8080

Hutton, Harry Thomas, Lane

MOLLY MAID of the North Shore MOLLY MAID of Hunt Valley

121 Loring Avenue, Suite 370 111 Warren Rd., Suite 8A

Salem, MA 01970 Cockeysville, MD 21030

Business: 978-741-7500 Business: 410-667-0616

Michael, Jeffrey and Teresa Beck, Amy

Molly Maid of Tri-Town MOLLY MAID East

31 Tosca Dr., Suite 2 21854 Harper

Stoughton, MA 02072 St. Clair Shores, MI 48080

Business: 781-297-7757 Business: 586-563-1730

Rose, Daniel Bjorling, Clark

Molly Maid of Milton/Needham MOLLY MAID of Commerce

One Westinghouse Plaza 9600 Commerce Rd.

Boston, MA 02136 Commerce, MI 48382

Business: 617-361-7011 Business:

248-360-7500

Barrett, Paulette and Cassandra Lyttle Brown, Jerry, Randy & Rob

MOLLY MAID of Mitchelville MOLLY MAID of Livingston County

7425 Forbes Blvd. Suite 204 2512 Harte Dr.

Lanham, MD 20706 Brighton, MI 48114

Business: 301-352-3810 Business: 810-227-0808

Beukers, Dia Butler, Lynne

MOLLY MAID of Calvert County MOLLY MAID of Metamora

101 Skipjack Rd., Ste. 16 3371 South Lapeer Rd.

Prince Frederick, MD 20678 Metamora, MI 48455

Business: 410-414-8390 Business: 810-678-2078

Condon, Robert Cohen, John and Ed

MOLLY MAID of Westminster/Owings Mills MOLLY MAID of Plymouth

37 Main St., 2 SE 32437 Schoolcraft Rd.

Reisterstown, MD 21136 Livonia, MI 48150

Business: 410-833-7980 Business: 734-421-7195

Dunn, Patrick, Matthew, and Timothy Davey, Chick and Robyn

MOLLY MAID of Upper Montgomery County MOLLY MAID of Macomb

15825 Crabs Branch Way 43207 Garfield

Rockville, MD 20855 Clinton Twp, MI 48038

Business: 301-258-0015 Business: 586-412-7207

December 31, 2005

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MOLLY MAID Franchisee List Page 9

Garcia, Ramiro Stetler, Pat and Jim

MOLLY MAID of Troy MOLLY MAID of Jackson

3345 Auburn Road, Suite 101 7426 Ann Arbor Road

Rochester Hills, MI 48309 Jackson, MI 49201

Business: 248-853-7143 Business: 517-522-4823

House, Terri Udry, Kay

MOLLY MAID of Genesee County MOLLY MAID of Lansing

6012 S. Linden Road, #4 4715 Saginaw Hwy.

Swartz Creek, MI 48473 Lansing, MI 48917

Business: 810-655-3292 Business: 517-886-6243

Kester, Michele and Scott Voss, George

MOLLY MAID of Kalamazoo/Portage MOLLY MAID of Ann Arbor

3408 Miller Road 1239 Rosewood

Kalamazoo, MI 49001-4152 Ann Arbor, MI 48104

Business: 269-552-4949 Business: 734-665-7575

LaLonde, John and Sandi Beske, Jeff and Jennifer

MOLLY MAID of Birmingham MOLLY MAID of Plymouth

725 S. Adams L-1 8951 W. 36th Street

Birmingham, MI 48009 St. Louis Park, MN 55426

Business: 248-644-0200 Business:

952-345-0190

Leonard, Mike and Cora Haefliger, Mike and Stephanie

MOLLY MAID of East Lansing/Okemos MOLLY MAID of Chanhassen

2495 N. Cedar, Suite 12B 1450 Park Court, Suite #5

Holt, MI, 48842 Chanhassen, MN 55317

Business: 517-699-1509 Business: 952-401-1890

Melcher, Bob Reichstadt, F. Gulum and Loren

MOLLY MAID of Berrien County MOLLY MAID of South Washington County

5817 Red Arrow Highway 9804 74th Street Circle South

Stevensville, MI 49127 Cottage Grove, MN 55016

Business: 269-429-3200 Business: 651-769-0124

Ronk, Ryan Richardson, Pamela and Michael

MOLLY MAID of Clarkston-Waterford MOLLY MAID of Northeast Metro

4196 Airport Road 10909 105th Street North

Waterford, MI 48329 Stillwater, MN 55082

Business: 248-623-0489 Business: 651-439-1466

Shellen, Tim Griot, Neil and Julie

MOLLY MAID of Southern Kent County MOLLY MAID of the Ozarks

2180 44th St., Suite 111 1640 E. Sunshine

Kentwood, MI 49508 Springfield, MO 65804

Business: 616-827-1180 Business: 417-887-6243

December 31, 2005

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MOLLY MAID Franchisee List Page 10

Grosvenor, Jaime Earnhardt, Mark and Karen

MOLLY MAID of St. Charles County West MOLLY MAID of South Charlotte/Matthews

4270 S. Highway 94 501 Minuet Lane, Suite 201

St. Charles, MO 63304 Charlotte, NC 28217

Business: 636-939-6243 Business: 704-714-1150

Myers, Mark and Gina Floyd, Terry and Donna

MOLLY MAID of Eastern Jackson County MOLLY MAID of Southern Guilford County

7720 South Cook Rd. 4713 High Point Road, Suite #2

Grain Valley, MO 64029-9014 Greensboro, NC 27407

Business: 816-228-0067 Business: 336-297-4400

Person, Doug and Peggy Germain, Christian

MOLLY MAID of North Kansas City MOLLY MAID of Northern Guilford County

8113 North Oak Trafficway, Suite D 1601-H East Bessemer Avenue

Kansas City, MO 64118 Greensboro, NC 27405

Business: 816-436-7878 Business: 336-856-1110

Willingham, Charlie and Doug Caton McKenna, James and Noreen

MOLLY MAID of Mid & West St. Louis County MOLLY MAID of Wilmington

11906 Manchester Road, Suite 100 5024 Randall Parkway Unit 6

Des Peres, MO 63131 Wilmington, NC 28403

Business: 314-909-7070 Business:

910-392-3234

Wallace, Debra and William Robinson, Stanley and Melissa

MOLLY MAID of Hattiesburg MOLLY MAID of Winston-Salem

1513 Hardy St. 5648 Country Club Road

Hattiesburg, MS 39401 Winston Salem, NC 27104

Business: 601-544-3166 Business: 336-760-0076

Albrecht, Kathryn "Beth" Sessoms, Steve

MOLLY MAID of Southeast Wake County MOLLY MAID of Western Union County &

502 Circle Drive 10716 Carmel Commons Blvd, Ste 160

Garner, NC 27529 Charlotte, NC 28226

Business: 919-329-5100 Business: 704-759-0697

Bailey, Frannie Ward, Kevin and Deborah Whalen

MOLLY MAID of North Raleigh, Wake Forest, MOLLY MAID of Cary

8900 Autumn Winds Dr., Apt. 207 534 E. Williams St.

Raleigh, NC 27615 Apex, NC 27502

Business: 919-847-9903 Business: 919-387-3899

Dickinson, David and Mary McKinney, Michael

MOLLY MAID of Chapel Hill MOLLY MAID of Southern NH

1832 Airport Road, Ste 16B 49 Technology Way - Box25

Chapel Hill, NC 27514 Nashua, NH 03060

Business: 919-967-0123 Business: 603-886-0998

December 31, 2005

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MOLLY MAID Franchisee List Page 11

Arthur, Barbara Schaffer, Andrew

MOLLY MAID of Phillipsburg MOLLY MAID of Northeast Bergen County

545 Heckman 80 N. Washington Ave.

Phillipsburg, NJ 08865 Bergenfield, NJ 07621

Business: 908-454-5225 Business: 201-387-6787

Cosby, Brenda and Pegues, Marva Slaughter, John

MOLLY MAID of NW Burlington County MOLLY MAID of Windsor

1351 Route 38 W 125 Railroad Ave Suite 6

Hainesport, NJ 08036 Hightstown, NJ 08520

Business: 609-914-0011 Business: 609-448-6243

Egbe, Elizabeth and Ebase Spaeth, Ronald and Virginia

MOLLY MAID of Western Monmouth County MOLLY MAID of Gloucester County

500 Highway 33, Suite 21 8 Vail Road

Manalapan, NJ 07726 Sicklerville, NJ 08081

Business: 732-786-0066 Business: 856-262-7700

Ford, Richard Chancey, Robert and Sonia

MOLLY MAID of Central Somerset Molly Maid of Rio Rancho/West Side

14 W. Cliff Street, Suite 1414 3600 Osuna Blvd. NE, Ste. 320

Somerville, NJ 08876 Albuquerque, NM 87109

Business: 908-575-0909 Business:

505-341-2700

Jablon, Michael and Karin DeTar, Curtis and Sandra

MOLLY MAID of East Morris MOLLY MAID of Sparks & North Reno

3 Hamburg Turnpike 1320 Freeport Blvd., Suite 108A

Pompton Lakes, NJ 07442 Sparks, NV 89431

Business: 973-831-0200 Business: 775-359-1503

Joseph, Kate and Melanie Donnelly, Kate

Molly Maid of New Brunswick and Dayton MOLLY MAID of West Clark

243 Livingston Ave. 6018 Smoke Ranch Rd

New Brunswick, NJ 08901 Las Vegas, NV 89108

Business: 732-485-3392 Business: 702-647-4451

Phelan, Lynn and Charles Mendez, Sal and Carlotta

MOLLY MAID of Lyndhurst/Nutley Molly Maid of East and North Las Vegas

592 Ridge Road, Suite II 3376 S. Eastern Ave., Suite 115

North Arlington, NJ 07031 Las Vegas, NV 89109

Business: 201-246-1900 Business: 702-953-6785

Rosenstein, Joel and Mindy Allinger, Doug

MOLLY MAID of Eastern Somerset & Western MOLLY MAID of Eastern Monroe County

373 Park Avenue, Suite 204 Piano Works, Suite 1430, 349 W. Commercial

Scotch Plains, NJ 07076 East Rochester, NY 14445

Business: 908-322-9989 Business: 585-218-4150

December 31, 2005

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MOLLY MAID Franchisee List Page 12

Ballas, Christina and Dennis Tanner, Mark and Caryn

MOLLY MAID of Western Nassau MOLLY MAID of Central Westchester

87 Franklin Ave. 238 N. Highland Ave.

Franklin Square, NY 11010 Ossining, NY 10562

Business: 516-358-2200 Business: 914-432-0018

Behler, David and Marla and Lenny Rubin Baer, Mark

MOLLY MAID of NE Westchester, SE Putnam, MOLLY MAID of Akron/Canton

123 Green Lane 99 South Seiberling St., Suite 8

Bedford Hills, NY 10507 Akron, OH 44305

Business: 914-733-0025 Business: 330-733-0533

Cascio, Joseph and Debra Burkey, Katie and Bill

MOLLY MAID of Manhattan West MOLLY MAID of Mahoning/Trumbull Co.

470 7th Avenue 1601 Motor Inn Dr., Suite #310

New York, NY 10018 Girard, Ohio 44420

Business: 212-629-4982 Business: 330-793-9900

Chandhok, Reena Holbrook, Bret and Dawn

MOLLY MAID of Northeast Queens County MOLLY MAID East

43-25 163rd Street 1000 Morrison Rd. Suite G

Flushing, NY 11358 Gahanna, OH 43230

Business: 718-762-5055 Business:

614-892-2373

Cilento, Lawrence and Janice Pickrum, Harvey and Rose

MOLLY MAID of Smithtown MOLLY MAID of West Chester

149-1 Veteran's Memorial Hwy. 7743 Tylersville Road, Suite A

Commack, NY 11725 West Chester, OH 45069

Business: 631-864-6243 Business: 513-759-9000

DeSimone, Gerard and Nancy Rasul, Raed and Areej

MOLLY MAID of South Staten Island MOLLY MAID Northwest

1877 Clove Road 1430 South High Street

Staten Island, NY 10304 Columbus, OH 43207

Business: 718-273-4606 Business: 614-453-1111

Donohue, Dawn and Cinsia Gonzalez Riley, David and Karen

Molly Maid of Southern Dutchess County MOLLY MAID of Toledo

2789 West Main Street, Suite 2 1038 S. Holland-Sylvania Rd.

Wappinger Falls, NY 12590 Holland, OH 43528

Business: 845-298-5312 Business: 419-866-6243

Ferraro, Mike Wenz, Karin and Jim

MOLLY MAID of Northwest Nassau MOLLY MAID of Beavercreek

721 Middle Neck Road 3900 Indian Ripple Road

Great Neck, NY 11024 Beavercreek, OH 45440

Business: 516-482-4741 Business: 937-431-1895

December 31, 2005

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MOLLY MAID Franchisee List Page 13

Zoladz, Craig and Molly Gutierrez, Hector and Rosa Figueroa

MOLLY MAID of Lorain County MOLLY MAID MetroEste

41353 Schadden Road 44 Urb La Serrania

Elyria, Ohio 44035 Caguas, PR 00725

Business: 440-327-0000 Business: 787-701-5450

Olbert, Kim and Jeff Marrero, Amalia and Ilsa

MOLLY MAID of Metro OKC MOLLY MAID de Bayamón

3848 N McArthur Ave. Betances 198-B

Warr Acres, OK 73122 Bayamón, PR 00959

Business: 405-384-3456 Business: 787-785-7071

Grose, Greg and Lois Romero, José and Millie

MOLLY MAID of Lewistown/State College MOLLY MAID del Turabo

105 Gerald Street PMB 605 200 Ave. R. Cordero, Suite 140

State College, PA 16801 Caguas, PR 00725

Business: 717-248-8330 Business: 787-747-1045

Kofroth, Christopher and Tess Torres Pabon, Javier

MOLLY MAID of Lancaster MOLLY MAID de la Costa

2137 Embassy Dr., #208 PMB 223, 425 Carr 693

Lancaster, PA 17603 Dorado, PR 00646-4208

Business: 717-481-4922 Business:

787-270-5640

Koontz, Sherie Cafaro, Ken and Patricia

MOLLY MAID of South Park Molly Maid of Providence County and Vicinity

602A Park Avenue 12 Dyerville Avenue

Monongahela, PA 15063 Johnston, RI 02919

Business: 412-831-6243 Business: 401-490-0070

Terrizzi, Jim and Chris Marchand, Sandra F.

MOLLY MAID of Cambria/Blair Counties MOLLY MAID of Berkeley/Dorchester Counties

3133 New Germany Road, Suite 90 139 E. Edgefield Dr.

Ebensburg, PA 15931 Summerville, SC 29483

Business: 814-472-0880 Business: 843-851-2700

Villalobos, Linda O'Daniel, Ron

Molly Maid of Central Chester County MOLLY MAID of the Grand Strand

713 E. Lancaster Ave. 3260 Holmestown Road #2

Downingtown, PA 19335 Myrtle Beach, SC 29588

Business: 610-269-0411 Business: 843-650-8420

Cardona, Eddie Poole, David and Jennifer

MOLLY MAID San Juan Norte MOLLY MAID of Greater Charleston

#430 Ismael Rivera Street 1035 Johnnie Dodds Blvd.

San Juan, PR 00915 Mount Pleasant, SC 29464

Business: 787-982-2727 Business: 843-216-6130

December 31, 2005

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MOLLY MAID Franchisee List Page 14

Renkas, Jerry and Jean Bonner, Brett and Renu

MOLLY MAID of East Greenville MOLLY MAID of Greater Clear Lake

301 Halton Road Suite C-3 1730 NASA Parkway, Suite 108

Greenville, SC 29607 Houston, TX 77058

Business: 864-329-0069 Business: 281-335-7155

Robinson, James Christian Brown, Jim and Lori

Molly Maid of Hilton Head MOLLY MAID of the Woodlands

21-A Kitties Landing Drive 701 E. Main Street Suite 155

Bluffton, SC 29910 Tomball, TX 77375

Business: 843-815-3682 Business: 281-255-0440

Farrar, Melissa Buell, Clint and Kim

MOLLY MAID of Brentwood/Franklin MOLLY MAID of Keller/Colleyville/NRH

128 Holiday Court, Suite 114 8053 H Grapevine Hwy

Franklin, TN 37067 North Richland Hills, TX 76180

Business: 615-794-0200 Business: 817-581-1777

Foley, Bill Caballero, Rafael

MOLLY MAID of Rutherford County MOLLY MAID Of San Antonio-Northwest

661 Fitzhugh Blvd, Suite 137 282 Spencer Lane

Smyrna, TN 37167 San Antonio, TX 78201

Business: 615-220-2005 Business:

210-738-0333

Hopkins, Scott Clark, Katrinka and David

MOLLY MAID of East Nashville/Mt. MOLLY MAID of Southeast Denton County

3812 Old Hickory Blvd. 5201 S. Colony Blvd., Suite 525

Old Hickory, TN 37138 The Colony, TX 75056

Business: 615-665-5962 Business: 469-384-5447

Rooney, Tony and Cindy Croatt, Carole and Steven

MOLLY MAID of East Memphis MOLLY MAID of Missouri City & W Fort Bend

70 Timber Creek Drive, Suite 1 2006 Thompson Road #105

Cordova, TN 38018 Richmond, TX 77469

Business: 901-372-3256 Business: 281-238-8966

Stevens, Wayne and Suzanne Graves, Deidra and George

MOLLY MAID of the Tri-Cities MOLLY MAID of Rockwall-Rowlett

2233 Highway 75 Suite #1 801 Avenue K, Suite 13

Blountville, TN 37617 Plano, TX 75074

Business: 423-247-6243 Business: 972-801-6767

Alonso, Jorge and Ana Harvey, Jack

MOLLY MAID of Greater West Houston MOLLY MAID of North Collin County

2000 Dairy Ashford Suite #220 901 North McDonald, Suite 1000, Bldg 10

Houston, TX 77077 McKinney, TX 75069

Business: 281-558-5588 Business: 972-562-9300

December 31, 2005

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MOLLY MAID Franchisee List Page 15

Jackson, Greg and Terrilyn Fahar, Janet

MOLLY MAID of Bell/Coryell County MOLLY MAID of Western Fairfax Co.

451 E. Central Texas Expwy. Suite A 4116 Walney Road, Suite A

Harker Heights, TX 76548 Chantilly, VA 20151

Business: 254-953-1310 Business: 703-631-9345

Keith, Kevin and Katrina Graviet, Clint

MOLLY MAID of the Lake Grapevine Area MOLLY MAID of West Richmond

400 Parker Square - Suite 250-B 7834 Forest Hill Ave.

Flower Mound, TX 75028 Richmond, VA 23225

Business: 972-899-9270 Business: 804-327-3878

Kirby, Tony and Susan Jenkins, Leslie and Richard

MOLLY MAID of Midtown & Galleria MOLLY MAID of Chesapeake-Norfolk-Suffolk

3303 N. Main Street, Ste 2 811 Juniper Crescent, Suite 2

Houston, TX 77009 Chesapeake, VA 23320

Business: 713-222-6700 Business: 757-424-6243

Patton, Marshall and Kim Mitchell, Dean and Martha

MOLLY MAID of Midland & Odessa MOLLY MAID of Williamsburg

3404 W. Illinois, Suite 202 240 McLaws Circle, Suite #113

Midland, TX 79703 Williamsburg, VA 23185

Business: 432-694-1700 Business:

757-220-2555

Smith, Shawn Pelton, Mike, Ron, Matt & Andrew

MOLLY MAID of 1960 MOLLY MAID of Virginia Beach

5615 Northwest Central Drive, Suite C-101 124 S. Lynnhaven Road Suite 100

Houston, TX 77092 Virginia Beach, VA 23452

Business: 713-460-1045 Business: 757-486-1095

Young, Harrison and Emelie Powell, Dallas and Helen

MOLLY MAID of Greater Austin MOLLY MAID of the Roanoke Valley

8000 Anderson Square, Suite 109 1417 Peter's Creek Road

Austin, TX 78757 Roanoke, VA 24017

Business: 512-323-6400 Business: 540-562-0002

Davies, Edd and Charlotte Stagg, Mark and Paula

MOLLY MAID of Northwestern Fairfax MOLLY MAID of North & West Richmond &

405 Glenn Dr. Suite 7 10991 Leadbetter Rd

Sterling, VA 20164 Ashland, VA 23005

Business: 703-450-9884 Business: 804-550-7766

Eugene, Chrishelle and Bernhard Wallisch, Bruce and Kate

MOLLY MAID of Stafford/Fredericksburg MOLLY MAID of Woodbridge/Burke

1127 International Parkway, Suite 249 12900-3 Occoquan Rd.

Fredericksburg, VA 22406 Woodbridge, VA 22192

Business: 540-286-0042 Business: 703-497-1776

December 31, 2005

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MOLLY MAID Franchisee List Page 16

Welty, Keith and Jeanne Seals, Jason

MOLLY MAID of Albemarle MOLLY MAID of Greater Fox Valley

1859B Seminole Trail 2401 Old Omro Road

Charlottesville, VA 22901 Oshkosh, WI 54904

Business: 434-974-5600 Business: 920-235-2500

Wickliffe, Deborah and William Shicotte, Dik and Cindy

MOLLY MAID of Alexandria MOLLY MAID of Lake Country

5335 Lee Highway 235 B Oakton Avenue

Arlington, VA 22207 Pewaukee, WI 53072

Business: 703-538-3570 Business: 262-691-5000

Richards, Jeff and Linda Stupek, Gary and Barb

MOLLY MAID of Seattle Eastside/North MOLLY MAID of S.E. Waukesha

10230 East Riverside Drive 217 Wisconsin Avenue, Suite 205

Bothell, WA 98011 Waukesha, WI 53186

Business: 425-489-4242 Business: 262-549-4640

Sanders, Cheryl and Mark

MOLLY MAID of East King County

7805 159th Place NE

Redmond, WA 98052-7301

Business: 425-284-1485

Scott, David and Kelly

Molly Maid of Tacoma/Gig Harbor

3844-B South Pine Street

Tacoma, WA 98409

Business:

253-472-6633

Snyder, Trudy

MOLLY MAID of Greater Portland/Vancouver

2515 East Evergreen Blvd.

Vancouver, WA 98660

Business: 360-258-4499

Zellweger, Maximilian

MOLLY MAID Seattle Eastside

2448 76th Ave. SE, #108

Mercer Island, WA 98040

Business: 206-232-2916

Corner, Marlene and Bruce

MOLLY MAID of Rock County

2316 Mineral Point Ave #6

Janesville, WI 53545

Business: 608-756-4966

December 31, 2005

April 2006 129

EXHIBIT C2

Franchise Owners That Left the System in 2005

Name Address City State Zip Phone

Acquarone, Danilo, Vera

and Eduardo

1500 NW 110 Ave. Apt.

367 Plantation FL 33322 954-452-9180

Barton, Mary

155 Alexander Glennie

Drive

Pawley's

Island SC 29585 803-773-5587

Caprile, David and Char 7405 Alpine Way Yakima WA 98908 509-966-4208

Carlson, Jerry and Linda 16901 Beach Blvd

Huntington

Beach CA 92647 714-847-2995

Davis, Ted and Amy 1882 S. Arbutus Street Lakewood CO 80228 303-988-3290

DeCamp, Judy

2700 Nebraska Ave #2-

204 Palm Harbor FL 34684 727-789-8959

Freddo, Steve 19207 Pelican Ridge Ln. Tampa FL 33647 813-631-1378

Garner, Jill 417 Hendon Row Way Fort Mill SC 29715 803-396-5696

Greenway, Carl 923 Park Valley Rd Memphis TN 38119 901-761-3431

Grigg, Scott 510 Highland Ave. #248 Milford MI 48381 810-607-4683

Hebert, Ken and Elizabeth 1301 Tarragon Drive

Flower

Mound TX 75028 972-874-2887

Henry, Curtis and Diane 4707 E. Echo Glen Lane Spokane WA 99223 509-448-3132

Honig, Doug and Nancy 18003 Fernway Rd.

Shaker

Heights OH 44122 216-491-9498

Hope, Chancelor 18222 Southwest 33rd Miramar FL 33029 954-441-4877

Kim, Sun

2424 N. Grand Avenue,

Suite F Santa Ana CA 92705 714-588-3355

Kimbrough, Kevin and

Kathleen 109 Fontainbleau Dr. Maumelle AR 72113 501-851-7592

Lattery, Florine 6757 Kent Place Castle Rock CO 80104 303-814-2514

Lewis, Robert 261 Timberline Lane Auburn CA 95603 530-888-0909

McCarthy, Gerald &

Kimberly 4639 Oak Pointe Dr Louisville KY 40245 502-412-4708

Mourão, Paulo 1505 Liberty Lane Roswell GA 30075 678-352-8143

Potts, Gloria 4055 Cloverdale Los Angeles CA 90008 323-298-7727

Rottersman, Mike and

Roslyn 925 Vista Point Drive San Ramon CA 94583 (925) 735-0399

Stein, Larry 525 Gunderson Ave Oak Park IL 60304 708-386-9524

Stockman, Richard and

Susan 1096 Pine Tree Circle

Buffalo

Grove IL 60089 847-279-7844

Thomas, Terri 6298 Woodwater Dr NE Belmont MI 49306 616-363-8230

Westermann, Tadd &

Linda 211 George Oaks Bulverde TX 78163 830-980-4448

Whitaker, Gary and Teri 976 Alta Oak Way Gilroy CA 95020 408-847-3422

Wilson, Don and Celia 19421 Oneida Ct Apple Valley CA 92307 760-242-3501

April 2006 130

April 2006 131

EXHIBIT D: BANK ACCOUNT DEBIT AUTHORIZATION

Molly Maid, Inc.

Automatic Debit of Weekly Amount Due to Franchisor

I, _____________________Franchise Managing Owner of _______________________,

authorize Molly Maid, Inc. (referred to as "Franchisor") to debit on every Friday from

Franchise Owner’s bank account, the amount of Royalty, Marketing, and any Late Fees

or Interest, due to the Franchisor based on Gross Sales of the above referenced MOLLY

MAID franchise, along with any Software, Marketing, Late Fees or Interest, and any

other fees due and owing to the Franchisor as they come due, in accordance with the

provisions of the Franchise Agreement executed between the Franchisor and Franchise

Owner.

I understand that I must pay Royalties for Gross Sales as agreed in the Franchise

Agreement. I also understand that for purposes of paying Royalty, Franchisor defines

their week as beginning on Monday and ending on Sunday (the “Royalty Week”). I must

then submit my weekly sales electronically, or in another approved method, to Franchisor

the following Thursday. Franchisor will then draft the royalty from my bank account. I

also understand that Franchisor may, with seven days prior notice to me, periodically

specify other dates for reporting and payment of the royalty.

Franchise Owner Bank Information

Bank Name

Bank Address

Account Name

ABA Routing Number

Account Number

By:

Managing Owner

April 2006 132

April 2006 133

EXHIBIT E: SERVICE OF PROCESS

Listed here are the names, addresses, and telephone numbers of our agents for service of

process. We may not yet be registered to sell franchises in any or all of these states.

State State Agency Agent for Service of Process

CALIFORNIA Commissioner of Corporations

Department of Corporations

320 West 4

Street, Suite 750

Los Angeles, CA 90013

213.576.7500

California Corporations Commissioner

HAWAII Business Registration Division

Department of Commerce and Consumer Affairs

335 Merchant Street, Room 204

Honolulu, HI 96813

808.586.2722

Commissioner of Securities of the State

of Hawaii

ILLINOIS Office of Attorney General

Franchise Division

500 South Second Street

Springfield, IL 62706

217.782.4465

Illinois Attorney General

INDIANA Indiana Secretary of State

Securities Division

Franchise Section, Room E-111

302 West Washington Street

Indianapolis, IN 46204

317.232.6681

Indiana Secretary of State

201 State House

Indianapolis, IN 46204

MARYLAND Office of the Attorney General

Division of Securities

200 St. Paul Place

Baltimore, MD 21202-2020

410.576.6360

Maryland Securities Commissioner

200 St. Paul Place

Baltimore, MD 21202-2020

410.576.6360

MICHIGAN Michigan Department of Attorney General

Division of Securities

Consumer Protection Division

Antitrust and Franchise Unit

670 Law Building

Lansing, MI 48913

517.373.7117

Michigan Department of Commerce,

Corporations and Securities Bureau

MINNESOTA Minnesota Department of Commerce

85 7

Place East, Suite 500

St. Paul, MN 55101

651-296-4026

Minnesota Commissioner of Commerce

NEW YORK New York State Department of Law

Bureau of Investor Protection and Securities

120 Broadway, 23

Floor

New York, NY 10271

212.416.8222

Secretary of State, New York

41 State Street

Albany, NY 12223

April 2006 134

State State Agency Agent for Service of Process

NORTH DAKOTA North Dakota Securities Department

600 East Boulevard

State Capital-Fifth Floor, Dept. 414

Bismarck, ND 58505-0510

701-328-4712

North Dakota Securities Commissioner

OREGON Department of Consumer and Business Services

Division of Finance and Corporate Securities

350 Winter Street, N.E. #410

Salem, OR 97310

503.378.4387

Director of Oregon Department of

Insurance and Finance

RHODE ISLAND Department of Business Regulation

Division of Securities

233 Richmond Street, Suite 232

Providence, RI 02903-4232

401.222.3048

Director of Rhode Island Department of

Business Regulation

SOUTH DAKOTA Department of Revenue and Regulation

Division of Securities

445 East Capital Avenue

Pierre, SD 57501-3185

605.773.4823

Director of South Dakota Division of

Securities

VIRGINIA State Corporation Commission

Division of Securities and Retail Franchising

1300 East Main Street, 9

Floor

Richmond, VA 23219

804.371.9051

Clerk of State Corporation Commission

1300 East Main Street, 1

Floor

Richmond, VA 23219

804.371.9051

WASHINGTON Department of Financial Institutions

Securities Division

P.O. Box 9033

Olympia, WA 98507-9033

360.902.8760

Director of Washington Financial

Institutions

WISCONSIN Wisconsin Securities Commissioner

Department of Financial Institutions

345 W. Washington Ave., 4

Floor

Madison, WI 53703

608-266-1064

Commissioner of Securities of

Wisconsin

April 2006 135

EXHIBIT F: BUSINESS BROKERS

FRANCHISE BROKER BUSINESS EXPERIENCE

FRANCHISE BUYER, INC.

Franchise Buyer, Inc. (“Franchise Buyer”) is a New Hampshire corporation formed on

December 21, 2004 and located at 875 Greenland Avenue, Portsmouth, New Hampshire

03801. Franchise Buyer is a wholly owned subsidiary of Franchise Solutions Inc., a

Virginia corporation (“Franchise Solutions”). On January 31, 2005, Franchise Buyer

acquired all of the assets of FranchiseBuyer LLC, a Delaware limited liability company

formed July 8, 2002 (“FBL”), including all of FBL's contractual relationships with

participating franchisors and independent contracts. Franchise Solutions also acquired all

of the assets of FBL’s parent – Franchise Solutions Corp., a Delaware corporation

(“FSC”), on January 31, 2005. Franchise Buyer commenced active business operations

on February 1, 2005, when it completed its acquisition of the FBL business and assets.

Franchise Buyer markets franchise opportunities through electronic and print media for

participating franchisors. Prospective franchisees that respond to Franchise Buyer’s

marketing efforts are referred to independent contractors who provide franchise

consulting services for screening and referral to participating franchisors based on the

prospective franchisee’s selection criteria and personal skills set. Once the referral is

made, Franchise Buyer does not perform any functions for participating franchisors.

Officers, Directors and Key Employees:

Chairman: Michael W. Alston:

Mr. Alston became Chairman of Franchise Buyer on December 21, 2004. Mr. Alston

also is Vice President/Corporate Development and New Ventures of Landmark

Communications, Inc. (“Landmark”), located in Norfolk, Virginia, and has served in

this capacity since November 2004. Landmark is the parent of Franchise Solutions and,

therefore, is an affiliate of Franchise Buyer. From March 1995 through October 2004,

Mr. Alston served as General Manager, Interactive Media for The Virginian-Pilot (a unit

of Landmark), located in Norfolk, Virginia.

Sole Director, Vice President and Secretary: Guy R. Friddell, III

Mr. Friddell became the Sole Director, Vice President and Secretary of Franchise Buyer

on December 21, 2004. He also is Executive Vice President and General Counsel of

Landmark in Norfolk, Virginia. He has served in that capacity for more than 5 years.

President: Matthew A. Alden

Matt Alden became President of Franchise Buyer and Franchise Solutions on February 1,

2005, immediately following the acquisition of the FBL and FSC business and assets.

Prior to that, Mr. Alden served as President and General Manager of FBL since its

formation on July 8, 2002, and as general manager of FBL’s parent company, FSC, since

March 1995.

April 2006 136

Executive Vice President: Steve Olson

Mr. Olson became Executive Vice President of Franchise Buyer on February 1, 2005,

immediately following Franchise Buyer’s acquisition of the FBL business and assets.

Prior to that, Mr. Olson served as Vice President of FBL from September 2003 to

January 31, 2005. From October 2000 through August 2003, Mr. Olson was the Director

of Franchise Development of Molly Maid, Inc, located in Ann Arbor, Michigan. From

September 1998 though September 2000, he served in franchise sales for the Packaging

Store, Inc, located in Denver, Colorado.

Director of Franchisor Relations: Stephen Collins

Mr. Collins became Director of Franchisor Relations of Franchise Buyer on February 1,

2005, immediately following Franchise Buyer’s acquisition of the FBL business and

assets. From January 2004 to January 31, 2005, he served as Consultant and Franchisor

Relations for FSC in Portsmouth, New Hampshire. Prior to that he served FSC as

(a) Program Director – Franchise Buyer Resales from January 2004 through December

2004, and (b) Senior Client Consultant from November 1999 through January 2004.

FRANCHISE BUYER, INC.’S INDEPENDENT CONTRACTORS

NETWORK CONSULTING SERVICES, INC.

Network Consulting Services, Inc. is a Michigan corporation formed August 2002 and

located in Kentwood, Michigan. Network Consulting Services, Inc. is an independent

contractor contracted by FranchiseBuyer in August 2002 to render consulting services.

President: Jeffrey R. Bacon is the president of Network Consulting Services, Inc.,

serving in that position since its formation. From December 2001 through August

2002, Mr. Bacon was self employed a franchise sales consultant. From December

1997 through the present, Mr. Bacon has served Hook Set Guide Services located

in Kentwood, Michigan, as a fly-fishing guide and instructor.

LAUNCH PAD, LLC

Launch Pad, LLC is a Michigan corporation formed November 22, 2002 and located in

Bloomfield Hills, MI. Launch Pad, LLC is an independent contractor contracted by

FranchiseBuyer in December 2002 to render consulting services.

President: James T. Bender is the president of Launch Pad, LLC, serving in that

position since its formation. Mr. Bender is the president of ProBody Collision, LLC,

serving in that position since its formation. From December 2000 through October 2002,

Mr. Bender served as vice president of Results Systems Corporation located in Troy,

Michigan. From July 1998 through November 2000, he served as president of Logo

Outfitters, Inc. located in Troy, Michigan. From February 1978 through October 1997 he

served in a variety of capacities, culminating in his appointment as executive vice

president, COO with Ziebart International Corporation also headquartered in Troy,

Michigan.

April 2006 137

JAG & ASSOCIATES, INC.

JAG & Associates, Inc. is a Maryland corporation formed in March 1996 and located in

Glen Arm, Maryland. JAG & Associates is an independent contractor contracted by

FranchiseBuyer in June 2003 to render consulting services.

President: Jackie Gallagher is the president of JAG & Associates, Inc., having

served in that position since its formation in March 1996.

GLOBAL INTERNET WORKS SERVICES, LTD

Global Internet Works Services, LTD is a limited company formed October 2000 and

located at 14038 27A Ave, Surrey, British Columbia, Canada. V4A 2E1. Global Internet

Works Services, LTD is an independent contractor contracted by FranchiseBuyer in

October 2003 to render consulting services.

President: Peter Charles Jillings

is the president of Global Internet Works

Services, LTS, serving in that position since its formation. From 1998 to October

2000, Mr. Jillings was self-employed as a franchise consultant.

FRANCHISE CENTRAL, INC

Franchise Central, Inc., is a corporation located in Surprise, Arizona. Franchise Central,

Inc. is an independent contractor contracted by FranchiseBuyer in December 2003 to

render consulting services.

President: Alan S. Hoffman is the president of Franchise Central, Inc, serving in

that position since its formation in 1995.

Vice President: Stacey Arden Mehl is the VP of Franchise Central, Inc, serving in

that position since September 2000.

FRANCHISE SALES CONSULTANT, LLC

Franchise Sales Consultant, LLC, is a limited liability company formed February 2004

and located in Northville, Michigan. Franchise Sales Consultant, LLC is an independent

contractor contracted by FranchiseBuyer in February 2004 to render consulting services.

President: Steven E. Gossard

is the president of Franchise Sales Consultant, LLC,

serving in that position since its formation in 2004. From March 2003 to February

2004, Mr. Gossard served The Coffee Beanery, located in Flushing, Michigan as

a franchise sales consultant. From April 2001 to March 2003, he served Deadsolid

Golf, located in Altoona, Pennsylvania as vice president of sales. From November

1993 to February 2001, he served ProGolf of America, located in Farmington

Hills, Michigan as vice president of sales.

ALLWRIGHT FRANCHISE CONSULTING, INC.

AllWright Franchise Consulting, Inc is a corporation formed in May 2002, located in

Surprise, Arizona. AllWright Franchise Consulting, Inc is an independent contractor

contracted by FranchiseBuyer in March 2004 to render consulting services.

President: Christopher A. Wright

is the president of AllWright Franchise

Consulting, Inc, serving in that position since its formation. From January 1993 to

April 2006 138

August 2002, he served Advanced Franchising Worldwide, located in Scottsdale,

Arizona as the president.

Executive Vice President: Nancy Rehling Welde is the executive vice president of

AllWright Franchise Consulting, Inc, serving in that position since April 2005.

Since January 2002, she has owned and operated Rehling Welde Marketing. From

October 1999 to January 2002, she served Leo Burnett Technology Group,

located in Chicago, IL as the vice president and planning director. From January

1999 to October 1999, she served KPMG LLC, located in Montvale, NJ as the

senior marketing director.

EXTRAORDINARY OUTCOMES CONSULTING, LLC

Extraordinary Outcomes Consulting, LLC is a limited liability company formed in March

2003 and located in Neptune, New Jersey. Extraordinary Outcomes Consulting, LLC is

an independent contractor contracted by FranchiseBuyer in August 2004 to render

consulting services.

Manager: Mary E. (Mariel) Miller is the general manager of Extraordinary

Outcomes Consulting, LLC, serving in that position since its formation. From

November 1996 to September 1999, Ms. Miller served Sylvan Learning Systems,

located in Baltimore, Maryland, as its senior manager of franchise operations.

From January 2000 until the present, Ms. Miller has served Caliper, Inc., a human

resources training company located in Princeton, New Jersey, as its vice

president, franchise development.

FRANCHISE SALES CONSULTANT, INC

Franchise Sales Consultants, Inc is a corporation formed in 2000, located in Coral

Springs, FL. Franchise Sales Consultants, Inc is an independent contractor contracted by

FranchiseBuyer in November 2004 to render consulting services.

President: Michael G. Kalleres is the president of Franchise Sales Consultants,

Inc serving in that position since its inception. From January 1998 to December

1999, Mr. Kalleres served Praetorian Group, located in Norwalk, Connecticut as a

business broker representative.

144 MAN ENTERPRISES, LLC

144 MAN Enterprises, LLC is a limited liability company formed in August 1995,

located in Phoenix, Arizona. 144 Man Enterprises, LLC is an independent contractor

contracted by FranchiseBuyer in January 2005 to render consulting services.

Manager: Scott Grossman is the manager of 144 Man Enterprises, LLC serving in

that position since its inception. From July 2003 to January 2005, Mr. Grossman served

Inspect It 1

Franchising, located in Scottsdale, AZ as its chief operating officer. From

April 1996 to July 2002 he served White Electronic Designs, Corporation

GRANDE, INC

Grande, Inc is a corporation formed in 2005, located in Newark, Delaware. Grande, Inc is

an independent contractor contracted by FranchiseBuyer in January 2005 to render

consulting services.

April 2006 139

President: Todd Grande is the president of Grande, Inc, serving in that position

since its inception. Since September 2000, Mr. Grande served Amy S. Grande d.b.a Jani-

King, located in Newark, Delaware as operations manager. From January 2000 to August

2000, he served Werner Enterprises, located in Omaha, Nebraska as project manager.

NJR GROUP, INC

NJR Group, Inc is a corporation formed in 2000, located in Birmingham, Michigan. NJR

Group, Inc is an independent contractor contracted by FranchiseBuyer in January 2005 to

render consulting services.

President: Jay Rosen

is the president of NJR Group, Inc, serving in that position

since its inception. From April 1997 to January 2004, he served Allegra Network, located

in Northville, Michigan as executive vice president.

THE BROKERS LISTED BELOW ARE NOT REGISTERED OR AUTHORIZED TO

SELL IN THE STATES OF ILLINOIS, WASHINGTON, AND NEW YORK OR ANY

STATE IN WHICH WE ARE NOT REGISTERED TO SELL FRANCHISES.

TOM MILLER & ASSOCIATES, INC

Tom Miller & Associates is a corporation formed in 1999, located in Mesa, Arizona.

Tom Miller & Associates, Inc is an independent contractor contracted by FranchiseBuyer

in February 2005 to render consulting services.

President: Tom Miller is the president of Tom Miller & Associates serving in that

position since its inception. From March 2002 to September 2004, he served Sunbelt

Franchise Sales located in Pleasant, North Carolina as president.

MC CONSULTING, LLC

MC Consulting, LLC is a limited liability company formed in 2005, located in St. Peters,

Missouri. MC Consulting, LLC is an independent contractor contracted by

FranchiseBuyer in February 2005 to render consulting services.

Member: Michael A. Carnahan is the member of MC Consulting, LLC serving in

that position since its inception. From May 1994 to May 2004, he served Metro

Driveaxle Inc., located in St. Louis, Missouri as the president.

T.R.K. FRANCHISE CONSULTANT, INC

T.R.K Franchise Consultant, Inc is a corporation formed in 2005, located in Burton,

Michigan. T.R.K Franchise Consultant, Inc is an independent contractor contracted by

FranchiseBuyer in April 2005 to render consulting services.

President: Thomas R. King

is the president of T.R.K Franchise Consultant, Inc

serving in that position since its inception. Since September 1976, he served The Gas Co,

Inc., located in Burton, Michigan as the Vice President.

R.D.G FRANCHISE CONSULTANT, INC

April 2006 140

R.D.G. Franchise Consultant, Inc is a corporation formed in 2005, located in Burton,

Michigan. R.D.G Franchise Consultant, Inc is an independent contractor contracted by

FranchiseBuyer in April 2005 to render consulting services.

President: Robert D. Gannon is the president of R.D.G. Franchise Consultant, Inc

serving in that position since its inception. Since September 1976, he served The Gas Co,

Inc., located in Burton, Michigan as the Vice President.

BUSINESS OPPORTUNITIES UNLIMTED, INC

Business Opportunities Unlimited, Inc is a corporation formed in August 2003, located in

Boise, Idaho. Business Opportunities Unlimited, Inc is an independent contractor

contracted by FranchiseBuyer in April 2005 to render consulting services.

President: P. Robert Schmellick is the president of Business Opportunities

Unlimited, Inc serving in that position since its inception. From March 1994 to August

2003 he served Martin Franchises, Inc. located in Loveland, Ohio as the director of

development.

FORUM NETWORKING EVENTS, INC

Forum Networking Events, Inc is a corporation formed in August 2004, located in

Nokomis, Florida. Forum Networking Events, Inc is an independent contractor contracted

by FranchiseBuyer in May 2005 to render consulting services.

CEO: Paul Rowney is the chief executive officer of Forum Networking Events,

Inc, serving in that position since its inception. From September 1997 to August 2004, he

served Forum Networking Events, LTD, located in Ware, Herts as the chief executive

officer.

THE FRANCHISE CONNECTION, INC

The Franchise Connection, Inc is a Massachusetts corporation formed in May 2005. The

Franchise Connection, Inc is an independent contractor contracted by FranchiseBuyer in

May 2005 to render consulting services.

President: Gerry Pelissier

is the president of The Franchise Connection, Inc,

serving in that position since its inception. From April 2004 to March 2005, he served the

Sara Lee Corporation located in Harrison, New York as the vice president of franchise

development.

ALLWRIGHT FRANCHISE CONSULTING, INC.

Executive Vice President: Nancy Rehling Welde is the executive vice president of

AllWright Franchise Consulting, Inc, serving in that position since April 2005. Since

January 2002, she has owned and operated Rehling Welde Marketing. From October

1999 to January 2002, she served Leo Burnett Technology Group, located in Chicago, IL

as the vice president and planning director. From January 1999 to October 1999, she

served KPMG LLC, located in Montvale, NJ as the senior marketing director.

FRANCHISE CENTRAL, INC

Vice President: Stacey Arden Mehl

is the vice president of Franchise Central, Inc,

serving in that position since September 2000.

April 2006 141

BUSINESS MARKETING SERVICES, INC

Business Marketing Serves, Inc is a corporation formed in January 1998, located in

Hendersonville, North Carolina. Business Marketing Services, Inc is an independent

contractor contracted by FranchiseBuyer in June 2005 to render consulting services.

President: Gary Richard See is the president of Business Marketing Services, Inc

serving in that position since its inception.

KEMPKE CONSULTING LLC

Kempke Consulting LLC is a limited liability company formed in August 2005, located

in Mesa, Arizona. Kempke Consulting LLC is an independent contractor contracted by

FranchiseBuyer in August 2005 to render consulting services.

Owner: Bill Kempke is the owner of Kempke Consulting LLC serving in that

position since its inception. From October 1999 to July 2005 he served Re-Bath LLC

located in Mesa, Arizona as a franchise sales executive.

MRPETTY-ADVISORS, LC

MRPetty-Advisors, LC is a limited corporation formed in August 2005, located in

Syracuse, Utah. MRPetty-Advisors, LC is an independent contractor contracted by

FranchiseBuyer in August 2005 to render consulting services.

President: Merrill Petty is the president of MRPetty-Advisors, LC serving in that

position since its inception. Since January 2005, Mr. Petty has served First National

Bank, located in Layton, Utah as a Residential Construction Advisor. From May 2001 to

November 2004 he served Security Title, located in Clearfield, Utah as a transportation

manager. From November 1997 to November 2004 he served Symmetry Homes, located

in Kaysville, Utah in business development.

BUSINESS STRATEGIES OF MICHIGAN, INC

Business Strategies of Michigan is a corporation formed in September 2005, located in

Farmington Hills, Michigan. Business Strategies of Michigan is an independent

contractor contracted by FranchiseBuyer in September 2005 to render consulting

services.

President: John Mulheisen

is the president of Business Strategies of Michigan, Inc

serving in that position since its inception. Since December 1977 he has served Ziebart

International as the director of franchise development.

PATRICK CONSULTING, LLC

Patrick Consulting, LLC is a limited liability company formed in September 2005,

located in Baldwin, MD. Patrick Consulting, LLC is an independent contractor

contracted by FranchiseBuyer in September 2005 to render consulting services.

President: Delanie ‘Pat’ Patrick

is the president of Patrick Consulting, LLC

serving in that position since its inception. From August 1991 to July 2005 he served

Patrick & Associates, LP, located in Timonium, Maryland as a managing partner. From

January 1989 to March 2005 he served Child Development, LP, located in Baldwin,

Maryland as a managing partner.

April 2006 142

THINK BIG MICHAEL, LLC

Think Big Michael, LLC is a limited liability company formed in January 2000, located

in Spring Field, New Jersey. Think Big Michael, LLC is an independent contractor

contracted by FranchiseBuyer in October 2005 to render consulting services.

President: Michael Ledwitz is the president of Think Big Michael, LLC serving in

that position since its inception. From April 2004 to January 2005 he served Lawn

Doctor, located in Holmdel, New Jersey in franchise sales. From August 2001 to October

2003 he served Weichert Realtors, located in Morris Plains, New Jersey in franchise

sales. From January 1999 to July 2001 he served C21/ Coldwell Banker, located in

Parsippany, New Jersey in franchise sales.

John Ryley

is an independent contractor located in Miller Place, New York. Mr. Ryley

was contracted to render consulting services to FranchiseBuyer in April 2005. He has

been employed at RE/Max Capital Properties in Jericho, NY since November 2004. From

August 2003 to November 2004 he served RE/Max of New York located in Garden City,

NY in franchise sales. From April 2002 to August 2003 he served Java’s Brewin’

Development Corp located in Boston, Massachusetts as the vice president of franchising.

From April 1999 to April 2002 he served Coldwell Banker Hunt Kennedy located in

Brooklyn, New York as the vice president.

Edward Poole

is an independent contractor located in Newport Beach, California. Mr.

Poole was contracted to render consulting services to FranchiseBuyer in April 2005.

From October 1994 to April 2005 he served OHS Health & Safety Services, Inc located

in Costa Mesa, California as the president.

David DePhillips is an independent contractor located in Garden City, New York. Mr.

DePhillips was contracted to render consulting services to FranchiseBuyer in September

2005. Since May 2002 Mr. DePhillips has served REMAX, located in Garden City, New

York as a franchise consultant. From February 1995 to April 1998 he served Interactive

Channel located in Jacksonville, Florida as the president.

Bill Wilson is an independent contractor located in Marietta, Georgia. Mr. Wilson was

contracted to render consulting services to FranchiseBuyer in September 2005. From

April 2000 to July 2005 Mr. Wilson served SuperCoups, located in Taunton,

Massachusetts as a franchise sales executive.

Curtis Patterson

is an independent contractor located in Scottsdale, Arizona. Mr.

Patterson was contracted to render consulting services to FranchiseBuyer in October

2005. Since September 2004, he has served United Country Real Estate, located in

Kansas City, Missouri as the regional vice president. From September 2003 to June 2004

he served CCA Global Partners, located in Manchester, New Hampshire as the western

region membership director. From April 2002 to September 2003 he served GMAC Real

Estate Corp, located in Chicago, Illinois as the franchise sales director. From September

1998 to February 2002 he served Cendant Real Estate Corp, located in Parsippany, New

Jersey as the regional vice president.

FRANCHOICE, INC.

April 2006 143

FranChoice, Inc. (“FranChoice”) is a Minnesota corporation incorporated on March 10,

2000. Its principal place of business is 7500 Flying Cloud Drive, Suite 600, Eden Prairie,

Minnesota 55344, and its telephone number is (952) 345-8400.

Officers, Directors and Key Employees:

President: Stephen K. Hockett

Steve Hockett became the President of FranChoice in January 2003. From January 2002

through January 2003 he was an Independent Franchise Consultant working with

FranChoice. From January 1993 to February 2002, he was a Vice President for Great

Clips, Inc., of Minneapolis, Minnesota.

Vice President: Lori L. Kiser-Block

Lori Kiser joined FranChoice as a Consultant Development Manager in April 2003 and

became Vice President of FranChoice in November 2003. Prior to joining FranChoice,

from March 2002 until December 2002, Ms. Kiser-Block was Vice President of eFrame

Technology, Omaha, Nebraska. Prior to that Ms. Kiser-Block worked for Carlson

Leisure Group, Minnetonka, Minnesota in various positions starting as a Franchise Sales

Manager in February 1993, becoming Director of Franchise Sales in 1996, and serving as

Senior Director of Franchise Services until December 2001.

Director: Tony Verbeten

Tony Verbeten joined FranChoice in December 2002 as Chief Financial Officer. He also

is currently Chief Financial Officer of Capistar Franchise Holdings, parent company of

FranChoice and also based in Eden Prairie. He was named Director of FranChoice in

November 2005. Prior to joining FranChoice, Mr. Verbeten was Controller for Digital

River of Eden Prairie, Minnesota, from August 2001 to November 2002. He was an

independent financial planner from June through August 2001. From January 2000 to

May 2001 he was Vice President of Finance and Controller for Dantis, Minnetonka,

Minnesota.

The following individuals and entities are independent contractors, and not employees, of

FranChoice, a national franchise opportunity consulting organization. Each consultant

listed limits their activity to referring prospective franchise candidates to us. The

FranChoice consultant does not have the authority to negotiate the sales of, or sell, a

franchised business to any prospective franchise candidate. Once a FranChoice

consultant has referred a franchise candidate to us, we coordinate all sales activity with

the candidate. FranChoice itself does not meet with prospective franchise candidates as

that activity is conducted through the independent consultants, although we pay

April 2006 144

FranChoice when we award a franchise to a candidate referred to us by a FranChoice

consultant.

FranChoice Independent Consultants—Individuals:

Jeffrey F. Anderson

Since October 2004, Mr. Anderson has been an Independent Franchise Consultant for

FranChoice. Mr. Anderson is located at 7626 Willows Street, New Orleans, Louisiana.

From August through September of 2004, he was unemployed. From February 2001 to

August 2004, he was in franchise support for Packaging Store Inc. of Greenwood

Village, Colorado. From April 1997 to February 2004, he was self-employed as a

securities trader in New Orleans, Louisiana.

Louis J. Beaupre

Since March 2006, Mr. Beaupre has been an Independent Franchise Consultant for

FranChoice. He is located at 2315 Creekside Drive, Longmont, Colorado. From June

1993 to June 2002 he was President of Pear Commercial Interiors, Denver, Colorado.

From July 2002 to December 2002 he was unemployed in Longmont, Co. From

December 2002 to March 2003, he was owner of Great Harvest Bread, Longmont, CO.

From March to September 2005 he was unemployed in Longmont, CO. From September

2005 to November 2005 he was VP, General Manager of Postnet International of Denver,

CO. From November 2005 to February 2006, he was unemployed in Longmont, CO.

Edwin “Ike” W. Broaddus

Mr. Broaddus has been an Independent Franchise Consultant for FranChoice since

September 2004. Mr. Broaddus is located at 6437 Old Bust Head Road, Broad Run,

Virginia. From May 2004 through September 2004, he was unemployed. From October

2001 through May 2004 he was CEO of GuruNet of Chantilly, Virginia. From January

1998 to October 2001, he was CEO of NM Management in Alexandria, Virginia.

Stephen F. Bucci

Since November 2005, Mr. Bucci has been an Independent Franchise Consultant with

FranChoice. Mr. Bucci is located at 4 Justice Lane in Aberdeen, New Jersey. From July

2005 to October 2005, he was unemployed in Aberdeen, New Jersey. From November

2002 to July 2005, he was Director of Franchise Development for Lawn Dr. Inc. in

Holmdel, New Jersey. From December 2000 to October 2002 he was VP of Franchise

Development for Stematic, Inc. in Fort Worth, Texas.

Jeff Clark

Since November 2004, Mr. Clark has been an Independent Franchise Consultant with

FranChoice. Mr. Clark is located at 113 E. Jewel Avenue, Kirkwood, Missouri. During

October 2004 he was unemployed and in training with FranChoice. From September

2002 until September 2004, he was Franchise Development Manager for Fish Window

Cleaning, Manchester, Missouri. From July 2000 until August 2002, he was Program

Manager for Telcobuy.com, St. Louis, Missouri. From January 2000 until July 2000 he

was Product Manager for CRM, St. Louis, Missouri.

April 2006 145

Mason Copeland

Since November 2003, Mr. Copeland has been an Independent Franchise Consultant for

FranChoice. Mr. Copeland is located at 2673 Thorn Lodge Drive, Mississauga, Ontario,

Canada. From September 1999 to October 2003, he was Director of Sales and Marketing

for Ontario, Inc. of Mississauga, Ontario. From February 2000 to February 2002, he was

Director of Franchise Sales for HIP International in Toronto, Ontario.

Susan P. Curran

Since January 2003, Ms. Curran has been an Independent Franchise Consultant for

FranChoice. Ms. Curran is located at 761 Overlook Drive, Columbus, Ohio. From

December 2000 to January 2003 she was the President of OCAL Carwash, Inc. located in

Columbus, Ohio. From August 1997 to December 2000 she was unemployed after

selling her business.

Kimberley J. Daly

Since February 2002, Ms. Daly has been an Independent Franchise Consultant for

FranChoice. Ms. Daly is located at 51 Ladyslipper Drive, New Market, New Hampshire.

From February 2001 to February 2002, she was Director of Fitness for eDiets.com,

located in Boca Raton, Florida. From September 1999 to February 2001, she was self-

employed in New Hampshire.

Judy Davidson

Since August 2005, Ms. Davidson has been an Independent Franchise Consultant for

FranChoice. Ms. Davidson is located at 11 Songbird Lane, Laguna Beach, California.

From May 2005 to July 2005, she was unemployed in Laguna Beach, California. From

September 2002 to April 2005, she was Manager of Business Development for Travizon,

in Los Angeles, California. From April 2002 to August 2002, she was unemployed in

Laguna Beach, California. From January 1997 to March 2002, Ms. Davidson was

Manager of Business Development for World Travel Partners in Los Angeles, California.

Jim Dixon

Since January 2004, Mr. Dixon has been an Independent Franchise Consultant for

FranChoice. Mr. Dixon is located at 2786 Central Avenue, Memphis, Tennessee. From

September 1993 through December 2003, he was Senior Account Executive for New

Horizons Worldwide in Memphis, Tennessee.

Don Drummond

Since January 2004, Mr. Drummond has been an Independent Franchise Consultant for

FranChoice. Mr. Drummond is located at 2167 Charmaine Drive, Upland, California.

From November 2003 to December 2003, Mr. Drummond was unemployed. From

November 2000 to November 2003, he was Director of Franchise Sales for Coinmach in

Santa Fe Springs, California.

Raymond W. Fanning

Since October 2002, Mr. Fanning has been an Independent Franchise Consultant for

FranChoice. Mr. Fanning is located at 280 North Drive, Severna Park, Maryland. Since

April 2006 146

January 2002, Mr. Fanning has also been the Founder of ExploreWorld, LLC located in

Columbia, Maryland. From October 2000 to January 2002 he was employed as the

President of Microplay Interactive of Annapolis, Maryland.

Thomas L. Fowler

Mr. Fowler has been an Independent Franchise Consultant for FranChoice since February

2001. Mr. Fowler is located at 4441 Orchard Creek Drive, S.E., Grand Rapids,

Michigan. From January 2000 to February 2001, he was the owner of ExPaidite

Financial Services located in Ballwin, Missouri.

James E. Hogg

Since June 2004, Mr. Hogg has been an Independent Franchise Consultant for

FranChoice. Mr. Hogg is located at 9612 Saint Clement Circle, Lincoln, Nebraska.

From August 1999 to June 2004, he was President of Franchise Visions in Lincoln,

Nebraska. From August 1997 to August 1999, he was Vice President of Franchise

Developers of Lincoln, Nebraska.

Myra A. Holt

Since March 2006, Ms. Holt has been an Independent Franchise Consultant for

FranChoice. Ms. Holt is located at 9416 Burmester Lane, Charlotte, North Carolina.

From January 2006 to March 2006, she was unemployed while in training for

FranChoice, in Charlotte, NC. From October 2000 to December 2005, she was director of

franchise development for Outdoor Lighting Perspectives, Charlotte, NC.

H. Alfred Hurst

Since March 2005, Mr. Hurst has been an Independent Franchise Consultant for

FranChoice. Mr Hurst is located at 136 Geneva Road, Glen Ellyn, Illinois. From

January 2005 to April 2005, he was self-employed in Glen Ellyn, Illinois. From

December 2004 to January 2005, he was in purchasing for DuPage County, Wheaton,

Illinois. From July 2001 to November 2004, he was Operations Manager for Roto Rooter

Services in Addison, Illinois. From January 2001 to May 2001, he was unemployed.

From November 2000 to December 2000, he was Mercury Audit Supervisor for Set

Environmental in Wheeling, Illinois.

James P. Judy

Since May 2002, Mr. Judy has been an Independent Franchise Consultant for

FranChoice. Mr. Judy is located at 5323 Eolian Court, Raleigh, North Carolina. From

January 2000 to April 2002, Mr. Judy was a Sales Manager for Hospital Communications

located in Raleigh, North Carolina.

Kurt R. Kempfer

Mr. Kempfer has been an Independent Franchise Consultant with FranChoice since

October 2004. Mr. Kempfer is located at 10171 Bluffmont Drive, Lone Tree, Colorado.

From July 2004 to September 2004, he was unemployed. From April 2004 to July 2004,

he was President of CMG Franchise Systems in Denver, Colorado. From July 2003 to

March 2004, he was President of NHBA of Denver, Colorado. From January 2002 to

June 2003, he was a Vice President for UBuildIt in Seattle, Washington. From

April 2006 147

September 1998 to December 2001, he was an Executive Vice President of World Insp.

Network in Seattle, Washington.

William A. Meares, Jr.

Since September 2004, Mr. Meares has been an Independent Franchise Consultant with

FranChoice. Mr. Meares is located at 3614 Old Vernon Court, Alexandria, Virginia.

From August 2003 through August 2004, he was a self employed consultant in

Alexandria, Virginia. From January 1996 through August 2003, he was the COO of

Sonitrol Corp. of Alexandria, Virginia.

Anthony Menyhart

Since June 2005, Mr. Menyhart has been an Independent Franchise Consultant with

FranChoice. Mr. Menyhart is located at 301 Industrial Drive, Tecumseh, Michigan.

From February 1999 to present, he was President of SupplySide, Inc. in Tecumseh,

Michigan.

Michael Milbery

Since April 2004, Mr. Milbery has been an Independent Franchise Consultant with

FranChoice. He is located at PO Box 3991, Temple, Texas. From February 2004

through April 2004, he was in training with FranChoice in Eden Prairie, Minnesota.

From October 1996 through February 2004, he was Quizno’s Sub area director, dba MJ

Development in Temple, Texas.

Phyllis F. Pieri

Ms. Pieri has been an Independent Franchise Consultant for FranChoice since January

2003. Ms. Pieri is located at 1595 NE Iris Street, Issaquah, Washington. From July 2002

to December 2002, she did consulting for her own business, Lovegren Enterprises,

located in Issaquah, Washington. From July 2001 to July 2002, she was the Vice

President of Marketing for The Federal Group in Woodinville, Washington. From

January 2001 to July 2001, she was the Franchise Director for GMAC Home Services in

Des Moines, Iowa.

Diane Pleuss

Since November 2004, Ms. Pleuss has been an Independent Franchise Consultant for

FranChoice. Ms. Pleuss is located at 1109 Rock Creek Way, Concord, California. From

July 2004 until October 2004, she was unemployed. From November 1999 until June

2004, she was Director of Marketing and Operations for Navis Logistics Network in

Concord, California.

Laurie E. Pollock

Since April 2003, Ms. Pollock has been an Independent Franchise Consultant for

FranChoice. Ms. Pollock is located at 1490 Chase Court, Buffalo Grove, Illinois. Since

November 1989, Ms. Pollock has been the President/Owner of Promo, Inc. of Buffalo

Grove, Illinois. From April 2002 to January 2003, she also held the position of

Sales/Marketing Manager for Young Rembrandts located in Elgin, Illinois.

April 2006 148

Russell L. Porter

Mr. Porter has been an Independent Franchise Consultant for FranChoice since October

2001. Mr. Porter is located at 19085 Carsonwood, Wayzata, Minnesota. From July 2001

to October 2001 he took some time off for travel and vacation. From December 1993

until July 2001, he was in Franchise Development with Grow Biz International, located

in Minneapolis, Minnesota.

John Powers

Since March 2004, Mr. Powers has been an Independent Franchise Consultant for

FranChoice. Mr. Powers is located at 4538 Van Noord Avenue, Studio City, California.

From November 2003 to March 2004, he was training to be a Franchise Consultant.

From April 2001 to November 2003, he was a Regional VP for Super Laundry in Santa

Fe Springs, California.

Thomas W. Raymond

Since November 2005, Mr. Raymond has been an Independent Franchise Consultant for

FranChoice. Mr. Raymond is located at 1630 116

Avenue SE, Lake Stevens,

Washington. From September 2005 to October 2005 he was unemployed in Lake

Stevens, Washington. From September 2003 to September 2005, he was President of

Commercial Property Maintenance, Inc. in Everett, Washington. From September 2000

to August 2003, he was VP of Franchise Development for World Inspection Network,

Inc. of Seattle, Washington.

Howard Lomax “Max” Reynolds

Since November 2001, Mr. Reynolds has been an Independent Franchise Consultant for

FranChoice. Mr. Reynolds is located at 42 Shady Valley Drive, Chesterfield, Missouri.

From February 1996 until November 2001, he was the President of Quest Global located

in St. Louis, Missouri.

John Rogozenski

Since June 2004, Mr. Rogozenski has been an Independent Franchise Consultant for

FranChoice. Mr. Rogozenski is located at 5 Champlain Circle, Plymouth, Massachusetts.

From September 2003 to May 2004, he was unemployed. From April 1998 to September

2003, he was National Director of Development Services for Allied Domecq QSR in

Randolph, Massachusetts.

Jodi Rowell

Ms. Rowell has been an Independent Franchise Consultant for FranChoice since August

2005. Ms. Rowel is located at 1836 Sedwick Avenue NW, Massillon, Ohio. From June

2002 to July 2005, she was a self-employed consultant in Tooele, Utah and Massillon,

Ohio. From March 2003 to July 2004, she was a Realtor and Property Manager for

Prudential in Tooele, Utah. From September 2003 to September 2004, she was a self-

employed property manager in Tooele, Utah. From August 1999 to August 2003, she

was Senior Training Specialist for ADP in Salt Lake City, Utah.

John Ryley

April 2006 149

Mr. Ryley has been an Independent Franchise Consultant for FranChoice since March

2006. Mr. Ryley is located at 380 North Broadway, Jericho, New York. From April 2005

to February 2006, Mr. Ryley was an independent contractor for FranchiseBuyer,

Portsmouth, New Hampshire. From November 2004 to present, he has been employed at

RE/Max Capital Properties, Jericho, New York. From August 2003 to November 2004 he

was at RE/Max of New York, Garden City, NY, in franchise sales. From April 2002 to

August 2003, he served Java’s Brewin’ Development Corp., located in Boston,

Massachusetts as the vice president of franchising. From April 1999 to April 2002 he was

vice president of Coldwell Banker Hunt Kennedy, Brooklyn, New York.

Edward Poole

Mr. Poole has been an Independent Franchise Consultant for FranChoice since March

2006. Mr. Poole is located at 5 Montpellier, Newport Beach, California. From April 2005

to February 2006, Mr. Poole was an independent contractor for FranchiseBuyer,

Portsmouth, New Hampshire. From October 1994 to April 2005 he was president of OHS

Health & Safety Services, Inc., Costa Mesa, California.

Mary W. Shutts

Since November 2002, Ms. Shutts has been an Independent Franchise Consultant for

FranChoice. Ms. Shutts is located at 4604 Marsh Creek Drive, N. Myrtle Beach, South

Carolina. From November 1999 to November 2002, Ms. Shutts was a Financial Advisor

for American Express in Bedford, New Hampshire.

Michael Stice

Since January 2004, Mr. Stice has been an Independent Franchise Consultant for

FranChoice. Mr. Stice is located at 14253 Kimberly Circle, Lake Oswego, Oregon.

From June 2003 through December 2003, he was President of Knowledge Points in

Portland, Oregon. From September 1997 through June 2003, he was Executive Director

of Northwest Christian Community Foundation in Lake Oswego, Oregon.

Steve Valentine

Mr. Valentine has been an Independent Franchise Consultant with FranChoice since

October 2004. He is located at 3815 W. Mason Road, Deer Park, Washington. From

December 1998 to October 2004, he was Owner of JVS Sales & Marketing in Whatcom

& Spokane County, Washington.

Jeffrey B. Young

Since June 2004, Mr. Young has been an Independent Franchise Consultant with

FranChoice. Mr. Young is located at 850 Hulton Road, Oakmont, Pennsylvania. From

December 2000 through June 2004, he was a self-employed franchise consultant in

Oakmont, Pennsylvania. From October 1992 through December 2000, he was Owner of

GNC and Candy Express franchises in Pittsburgh, Pennsylvania.

April 2006 150

Christopher Zoto

Mr. Zoto has been an Independent Franchise Consultant with FranChoice since

September 2004. He is located at 3 Avalon Court, Doylestown, Pennsylvania. From

March 2004 through August 2004, he was unemployed in Doylestown, Pennsylvania.

From April 2002 to February 2004, he was in franchise development with Cottman

Transmission of Fort Washington, Virginia. From February 2002 through April 2002, he

was unemployed. From January 2001 through February 2002, he was in sales with EPIX

of Woodbridge, New Jersey. From January 1998 to January 2001, he was in sales with

Choice Imaging of Willow Grove, Pennsylvania.

FranChoice Independent Consultants—Entities:

AllWright Franchise Consulting, Inc.

AllWright Franchise Consulting, Inc. is a corporation located in Surprise, Arizona and

formed in May 2002. AllWright Franchise Consulting, Inc. has rendered consulting

services as an independent contractor with FranChoice since March 2006.

President: Christopher A. Wright

Mr. Wright has been president of AllWright Franchise Consulting, Inc. since its inception

in May 2002. Mr. Wright is located at 21001 N. Carillo Trail, Surprise, Arizona. From

March 2004 to March 2006, Mr. Wright was an independent franchise consultant with

FranchiseBuyer, Portsmouth, New Hampshire. From January 1993 to August 2002, he

was president of Advanced Franchising Worldwide, Scottsdale, Arizona.

Executive Vice President: Nancy Rehling Welde

Ms. Welde had been executive vice president of AllWright Franchise Consulting, Inc.

since April 2005. She is located at 21001 N. Carillo Trail, Surprise, Arizona. From

March 2004 to February 2006 she was an independent franchise consultant with

FranchiseBuyer, Portsmouth, New Hampshire. Since January 2002, Ms. Welde has

owned an operated Rehling Welde Marketing. From October 1999 to January 2002, she

was vice president and planning director for Leo Burnett Technology Group, Chicago,

Illinois.

BC Marketing, Inc.

BC Marketing, Inc. is a Texas corporation located in San Antonio, Texas and formed in

August 1991. Since November 2000, BC Marketing, Inc. has rendered consulting

services as an independent contractor with FranChoice.

President: William P. Blackmon

Mr. Blackmon has been president of BC Marketing, Inc. since its inception August 1991.

Mr. Blackmon is located at 17210 Fawn Cove, San Antonio, Texas.

April 2006 151

Blakeley & Blakeley, LLC

Blakeley & Blakeley, LLC is an Arizona limited liability corporation located in Castle

Rock, Colorado and formed in April 1998. Blakeley & Blakeley, LLC has rendered

consulting services as an independent contractor with FranChoice since April 2005.

Member: Britt Blakeley

Ms. Blakeley has been a Member of Blakeley & Blakeley, LLC since its inception in

April 1998. Ms. Blakeley is located at 1506 Sterling Hill Court, Castle Rock, Colorado.

From April 1998 to April 2005, Ms. Blakeley was the owner of a Navis franchise in

Phoenix, Arizona.

Bloom & Associates, LLC

Bloom & Associates, LLC is a Delaware limited liability corporation located in Franklin,

Tennessee and formed in August 2002. Bloom & Associates, LLC has rendered

consulting services as an independent contractor with FranChoice since November 2004.

President/Member: Bruce V. Bloom

Mr. Bloom has been President/Member of Bloom and Associates, LLC since its inception

August 2002. Mr. Bloom is located at 307 Monticello Road, Franklin, Tennessee. From

April 2002 until November 2004, he was President/Member of Bloom & Associates in

Oak Ridge, New Jersey. From September 1999 to April 2002, he was President and CEO

of Knights Franchise Systems, Inc. (Cendant Corp.) of Parsippany, New Jersey.

Bogart & Associates, Inc.

Bogart & Associates, Inc. is a Maine corporation located in Wells, Maine and formed in

April 2004. Since April 2004, Bogart & Associates, Inc. has rendered consulting

services as an independent contractor with FranChoice.

CEO/President: Matthew H. Bogart

Mr. Bogart has been CEO/President of Bogart & Associates, Inc. since its inception in

April 2004 and has been an Independent Franchise Consultant for FranChoice since

December 2000. Mr. Bogart is located at 12 Nottingham Drive, Wells, Maine. From

September 1999 to December 2000 he held the positions of Senior Sales Consultant and

Ad Sales Director for Franchise Solutions Corporation located in Portsmouth, New

Hampshire.

Boxford Consulting, LLC

Boxford Consulting, LLC is a limited liability corporation formed in February 2006 and

located in Boxford, Massachusetts. Boxford Consulting, LLC has rendered consulting

services as an independent contractor with FranChoice since March 2006.

President: William Grody

Mr. Grody has been president of Boxford Consulting, LLC since its inception in

February 2006. He is located at Nine Long Hill Road, Boxford, Massachusetts. From

January 2006 to March 2006 he was unemployed while training with FranChoice,

Boxford, Massachusetts. From January 2003 to December 2005 he was director of

April 2006 152

franchise development for Kabloom, Ltd., Woburn, Massachusetts. From April 1997 to

December 2002, he was self-employed as a consultant in Boxford, Massachusetts.

Business Opportunities Unlimited, Inc.

Business Opportunities Unlimited, Inc. is a corporation formed in August 2003 and

located in Boise, Idaho. Business Opportunities Unlimited, Inc. has rendered consulting

services as an independent contractor with FranChoice since March 2006.

President: P. Robert Schmellick

Mr. Schmellick has been president of Business Opportunities Unlimited, Inc. since its

inception in 2003. He is located at 6253 N. Fair Oaks Place, Boise, Idaho. From April

2005 to February 2006 he was an independent franchise consultant with FranchiseBuyer

of Portsmouth, New Hampshire. From March 1994 to August 2003 he was director of

development of Martin Franchises, Inc., located in Loveland, Ohio.

Business Marketing Services, Inc.

Business Marketing Services, Inc. is a corporation formed in January 1998, located in

Hendersonville, North Carolina. Business Marketing Services, Inc. has rendered

consulting services as an independent contractor with FranChoice since March 2006.

President: Gary Richard See

Mr. See has been president of Business Marketing Services, Inc. since its inception in

1998. He is located at 2506 Laurel Park Highway, Hendersonville, North Carolina. From

June 2005 to February 2006, he was an independent franchise consultant for

FranchiseBuyer, Portsmouth, New Hampshire.

Caber Consulting, Inc.

Caber Consulting, Inc. is a Maryland corporation located in Columbia, Maryland and

formed in June 2001. Since July 2001, Caber Consulting, Inc. has rendered consulting

services as an independent contractor with FranChoice.

President: D. Bruce Brown

Mr. Brown has been President of Caber Consulting, Inc. since its inception. Mr. Brown

is located at 8830 Sandrope Court, Columbia, Maryland. From December 1993 until

January 2001 he was a Senior Manager for Sylvan Learning Systems located in

Baltimore, Maryland.

Capital Marketing, Inc.

Capital Marketing, Inc. is a Utah corporation located in Provo, Utah and incorporated in

November 2001. Capital Marketing, Inc. has rendered consulting services as an

independent contractor with FranChoice since April 2005.

Principal: Cameron Boyle

Mr. Boyle has been Principal of Capital Marketing Inc. since its inception in November

2001. Mr. Boyle is located at 1865 Oregon Avenue, Provo, Utah. From May 1999 to

present, he has also been an owner of Wasatch Pest Control located in Provo, Utah.

April 2006 153

CSW Consulting, LLC

CSW Consulting, LLC is an Arizona limited liability corporation formed in August 2004

and located in Goodyear, Arizona. CSW Consulting, LLC has rendered consulting

services as an independent contractor with FranChoice since September 2004.

President: Christopher S. Willey

Mr. Willey has been President of CSW Consulting, LLC since its inception in August

2004. He is located at 1627 S. 174

Avenue, Goodyear, Arizona. From March 2004

through August 2004, he was a consultant with AlphaGraphics of Goodyear, Arizona.

From July 1993 through March 2004, he was Owner of an AlphaGraphics franchise in

Burlington, Massachusetts.

D.A. Gordon Enterprise, Inc.

D.A. Gordon Enterprise, Inc. is a Minnesota corporation formed in October 2001 and

located in Minnetonka, Minnesota. Since October 2001, D.A. Gordon Enterprise, Inc.

has rendered consulting services as an independent contractor with FranChoice.

President: Deborah A. Gordon

Gordon has been President of D.A. Gordon Enterprises, Inc. since October 2001 and has

been an independent contractor with FranChoice since October 2000. Ms. Gordon is

located at 3531 Plymouth Road, Minnetonka, Minnesota.

Daniel A. Schwalbe, Inc.

Daniel A. Schwalbe, Inc. is a Washington corporation formed in January 1990 and

located in Spokane, Washington. Daniel A. Schwalbe, Inc. has rendered consulting

services as an independent contractor with FranChoice since March 2005.

President: Dan A. Schwalbe

Mr. Schwalbe has been President of Daniel A. Schwalbe, Inc. since January 1990. Mr.

Schwalbe is located at 11422 E. 44, Spokane, Washington. From September 1995 to

January 2005 he was Area Director for Quizno’s, Spokane, Washington. Simultaneously,

from January 1991 to February 2005 he was an architect for Daniel A. Schwalbe, Inc.,

Sun Valley, Idaho.

DKWoggon & Associates, LLC

DKWoggon & Associates, LTD is a Wisconsin limited liability corporation formed in

February 2004 and located in Holmen, Wisconsin. DKWoggon & Associates, has

rendered consulting services as an independent contractor with FranChoice since March

2004.

President: David J. Woggon

Since March 2004, Mr. Woggon has been an Independent Franchise Consultant with

FranChoice. Mr. Woggon has been President of DKWoggon & Associates, LTD since

its inception in February 2004. Mr. Woggon is located at W7705 Van Dunk Place, #103,

Holmen, Wisconsin. From January 2004 to March 2004, he was training to be a

franchise consultant. From August 1991 through January 2004, he was Senior VP of

April 2006 154

Franchise Operations and Minority Owner of Kitchen Solvers, Inc. in Lacrosse,

Wisconsin.

Dream Maker & Associates, LLC

Dream Maker & Associates, LLC is a Maryland limited liability corporation formed in

March 2005 and located in Towson, Maryland. Dream Maker & Associates, LLC has

rendered consulting services as an independent contractor with FranChoice since March

2005.

Managing Partner: Britton “Britt” A. Schroeter

Ms. Schroeter has been Managing Partner of Dream Maker & Associates, LLC since its

inception in March 2005 and has been an Independent Franchise Consultant with

FranChoice since January 2002. Ms. Schroeter is located at 1615 Dennis Avenue,

Towson, Maryland. Ms. Schroeter has been an Independent Consultant for Franchise

Development Systems, Inc. since July 1999. From June 2000 to December 2001, she

also was Vice President of Franchise Development of Kiddie Academy International,

Inc., located in Bel Air, Maryland.

DTarrant & Associates

DTarrant & Associates is a corporation formed in March 2003 and located in Aurora,

Colorado. DTarrant & Associates has rendered consulting services as an independent

contractor with FranChoice since March 2003.

Owner/President: Debbie Tarrant

Ms. Tarrant has been Owner/President of DTarrant & Associates since its inception in

March 2003 and has been an Independent Franchise Consultant with FranChoice since

February 2003. Ms. Tarrant is located at 21447 E. Ottawa Circle, Aurora, Colorado.

From September 2000 to February 2003, Ms. Tarrant served as a Sr. Field Business

Consultant for Money Mailer located in Denver, Colorado.

eADVANTAGE 4U, LLC

eADVANTAGE 4U, LLC is an Ohio limited liability corporation formed in July 2000

and located in Dublin, Ohio. eADVANTAGE 4U, LLC has rendered consulting services

as an independent contractor with FranChoice since May 2004.

President: Laurel Israel Sturm

Ms. Sturm has been President and sole managing member of eAdvantage4U since its

inception in July 2000. Ms. Sturm is located at 5511 Aryshire Court, Dublin, Ohio. From

April 2001 to April 2004, she was General Counsel for Escape Enterprises, Ltd.,

Columbus, Ohio. From July 2000 to March 2002, she was General Counsel for M-E

Companies in Westerville, Ohio. From April 1999 to December 2002, she was Adjunct

Faculty and Director of E-Business Leadership Forum at Otterbein College in

Westerville, Ohio.

April 2006 155

FranCoach, Inc.

FranCoach, Inc. is a Colorado corporation formed in May 2005 and located in Arvada,

Colorado. FranCoach, Inc. has rendered consulting services as an independent contractor

with FranChoice since June 2005.

President: Scott Jones

Mr. Jones has been President of FranCoach, Inc. since its inception in May 2005. Mr.

Jones is located at 13245 W. 67

Place, Arvada, Colorado. From January 2003 to

present, he was President and CEO of Healthy Inspirations of Arvada, Colorado. From

November 1994 to December 2002, he was CEO for Sonsio of Wheatridge, Colorado.

Franfinders, LLC.

Franfinders, LLC is a Wisconsin limited liability corporation formed in January 2002 and

located in Mequon, Wisconsin. Franfinders, LLC has rendered consulting services as an

independent contractor with FranChoice since January 2002.

Principal: Marc Cayle

Mr. Cayle has been Principal of Franfinders, LLC since its inception January 2002 and

has been an Independent Franchise Consultant with FranChoice since April 2000. Mr.

Cayle is located at 11668 North Bobolink Lane, Mequon, Wisconsin. From April 2000

to February 2001 he was also in sales for Franchise Development Center in Atlanta, GA.

First Franchise Associates, LLC.

First Franchise Associates, LLC is an Arizona limited liability corporation formed in

March 2000 and located in Cave Creek, Arizona. First Franchise Associates, LLC has

rendered consulting services as an independent contractor with FranChoice since

November 2002.

Managing Member: Richard C. Pope

Mr. Pope has been Managing Member of First Franchise Associates, LLC since its

inception March 2000. Mr. Pope is located at 5902 E. Rancho Del Oro Court, Cave

Creek, Arizona.

Franchise Central, Inc.

Franchise Central, Inc. is a corporation formed in 1995 and located in Surprise, Arizona.

Franchise Central, Inc. has rendered consulting services as an independent contractor

with FranChoice since March 2006.

President: Alan S. Hoffman

Mr. Hoffman has been president of Franchise Central Inc. since its inception in 1995. He

is located at 14983 W. Gentle Breeze Way, Surprise, Arizona. From December 2003 to

February 2006, Mr. Hoffman was an independent contractor for FranchiseBuyer,

Portsmouth, New Hampshire.

Vice President: Stacey Arden Mehl

Ms. Mehl has been vice president of Franchise Central, Inc. since September 2000. She is

located at 14983 W. Gentle Breeze Way, Surprise, Arizona. From December 2003 to

April 2006 156

February 2006, she was also an independent consultant with FranchiseBuyer,

Portsmouth, New Hampshire.

FranchiseCoach, LLC

FranchiseCoach, LLC is an Arizona limited liability corporation formed in April 2001

and located in Flagstaff, Arizona. FranchiseCoach, LLC has rendered consulting services

as an independent contractor with FranChoice since October 2003.

President: John Stigmon

Mr. Stigmon has been President of FranchiseCoach, LLC since its inception in April

2001. Mr. Stigmon is located at 1000 N. Humphreys Street, Flagstaff, Arizona. From

April 2001 to the present, Mr. Stigmon has been President of FranchiseCoach, LLC in

Flagstaff, Arizona. From July 2000 to April 2001 he was unemployed.

Franchise Locators, Inc.

Franchise Locators, Inc. is a Georgia corporation formed in January 2004 and located in

Augusta, Georgia. Franchise Locators, Inc. has rendered consulting services as an

independent contractor with FranChoice since August 2005.

President: Anna Wilds

Ms. Wilds has been President of Franchise Locators, Inc. since its inception in January

2004. Her business is located at 2500 Lyndale Street, Augusta, Georgia. From January

2004 to present, she has been President of Franchise Locators, Inc. of Augusta, Georgia.

From February 2001 to December 2003, she was unemployed in Augusta, Georgia. From

August 1996 to January 2001, she was President of JACO Medical Equipment, Inc. in

Augusta, Georgia.

Franchise Sales Consultants, Inc.

Franchise Sales Consultants, Inc. is a corporation formed in 2000 and located in Coral

Springs, Florida. Franchise Sales Consultants, Inc. has rendered consulting services as an

independent contractor with FranChoice since March 2006.

President: Michael G. Kalleres

Mr. Kalleres has been president of Franchise Sales Consultants, Inc. since its inception in

2000. He is located at 969 Cascades Park Trail, DeLand, Florida. From November 2004

to February 2006, he was an independent franchise consultant with FranchiseBuyer,

Portsmouth, New Hampshire.

Franchise Sales Consultant, LLC

Franchise Sales Consultant, LLC, is a limited liability company formed in February 2004

and located in Northville, Michigan. Franchise Sales Consultant, LLC has rendered

consulting services as an independent contractor with FranChoice since March 2006.

President: Steven E. Gossard

Mr. Gossard has been president of Franchise Sales Consultant, LLC, since its inception in

2004. He is located at 44915 Galway Dr., Northville, Michigan. From February 2004 to

February 2006, he was an independent franchise consultant with FranchiseBuyer,

April 2006 157

Portsmouth, New Hampshire. From March 2003 to February 2004, Mr. Gossard was a

franchise sales consultant with The Coffee Beanery, Flushing, Michigan. From April

2001 to March 2003, he was vice president of Deadsolid Golf, Altoona, Pennsylvania.

From February 2001 to March 2001 he was unemployed. From November 1993 to

February 2001, he was vice president of sales for ProGolf of America, Farmington Hills,

Michigan.

Fran-Quest, Inc.

Fran-Quest, Inc. is a California company formed in January 2006 and located in Rancho

Santa Margarita, California. Fran-Quest, Inc. has rendered consulting services as an

independent contractor with FranChoice since March 2006.

President: Richard Luna

Mr. Luna has been president of Fran-Quest, Inc. since its inception in 2006. He is located

at 6 Altivo, Rancho Santa Margarita, California. From January 2006 to March 2006, he

was unemployed while in training for FranChoice in Rancho Santa Margarita, California.

From July 2002 to January 2006 he was director of licensing for Budget Blinds, Orange

California. From April 1996 to June 2002 he was director of business development for

Future Computing, Yorba Linda, California.

GC Alliance, LLC

GC Alliance, LLC is a Virginia limited liability corporation formed in March 2003 and

located in Warrenton, Virginia. GC Alliance, LLC has rendered consulting services as an

independent contractor with FranChoice since November 2003.

Manager: George Knauf

Mr. Knauf has been Manager of GC Alliance, LLC since its inception. Mr. Knauf is

located at PO Box 3165, Warrenton, Virginia. From May 2002 to October 2003, he was

Managing Partner of USOpt in Warrenton, Virginia. From March 2001 to October 2003,

he was Managing Partner of Netspace, No. Virginia in Fairfax, Virginia. From February

2000 to March 2001 he was Franchise Director for Netfran Development Corp., Miami,

Florida.

GroupOne, Inc.

GroupOne, Inc. is a Washington corporation formed in January 2005 and located in

Vancouver, Washington. GroupOne, Inc. has rendered consulting services as an

independent contractor with FranChoice since March 2005.

President/Owner: Jay Schlake

Mr. Schlake has been President/Owner of Group One Inc. since its inception January

2005. Mr. Schlake is located at 11216 NE 104

Street, Vancouver, Washington. From

February 2005 to March 2005, he was unemployed. From March 2004 to January 2005,

he was Vice President of Operations, for KnowledgePoints in Portland, Oregon. From

January 2004 to March 2004, he was unemployed. From June 1995 to December 2003,

he was Senior Vice President of Business Services for Papa Murphy’s Pizza in

Vancouver, Washington.

April 2006 158

J.A. Adams & Associates, Inc.

J.A. Adams & Associates, Inc. is a Georgia corporation located in Acworth, Georgia and

formed in August 2002. J.A. Adams & Associates has rendered consulting services as an

independent contractor with FranChoice since September 2002.

President: Jacalynn A. Adams

Ms. Adams has been with J.A. Adams & Associates since its inception in August 2002.

Ms. Adams is located at 6259 Braidwood Way, Acworth, Georgia. From September

2000 to September 2002, Ms. Adams was Director of Franchise Operations for Regus

Business Centers in Atlanta, Georgia.

JAG & Associates, Inc.

JAG & Associates, Inc. is a Maryland corporation formed in March 1996 and located in

Glen Arm, Maryland. JAG & Associates, Inc. Associates has rendered consulting

services as an independent contractor with FranChoice since March 2006.

President: Jackie Gallagher

Ms. Gallagher has been with JAG & Associates, Inc. since its inception in March 1996.

She is located at 4329 Conifer Court, Glen Arm, Maryland. From June 2003 to February

2006, Ms. Gallagher was an independent contractor for FranchiseBuyer, Portsmouth,

New Hampshire.

JayGee Enterprises, Inc.

JayGee Enterprises, Inc. is a Maryland corporation formed in October 1995 and located

in Arnold, Maryland. JayGee Enterprises, Inc. has rendered consulting services as an

independent contractor with FranChoice since January 2004.

James Sebastiano, President

Mr. Sebastiano has been President of JayGee Enterprises, Inc. since its inception in 1995.

Mr. Sebastiano is located at 1290 Bay Dale Drive, Arnold, Maryland. From September

2002 to present, he has been a Franchise Owner of Money Mailer located in Glenburnie,

Maryland. From April 2002 to August 2002, he was unemployed. From January 2001 to

March 2002, he was Vice President of The Cleaning Authority in Columbia, Maryland.

J. d’Auguste and Associates, Inc.

J. d’Auguste and Associates, Inc. is a South Dakota corporation formed in July 2004 and

located in Dakota Dunes, South Dakota. J. d’Auguste and Associates, Inc. has rendered

consulting services as an independent contractor with FranChoice since August 2005.

President: J. d’Auguste

Mr. d’Auguste has been President of J. d’Auguste and Associates, Inc. since its inception

in July 2004. Mr. d’Auguste is located at 1036 Pebble Beach Drive, Dakota Dunes,

South Dakota. From May 2005 to July 2005, he was Owner of J. d’Auguste and

Associates, Inc., dba Accelerated Business Results in Dakota Dunes, South Dakota.

From July 2004 to April 2005, he was Owner of J. d’Auguste and Associates, Inc., dba

Action International of Virginia, in Dakota Dunes, South Dakota. From February 2004

April 2006 159

to June 2004, he was unemployed in Dakota Dunes, South Dakota. From July 2003 to

January 2004, he was Owner of Wegher Construction in North Sioux City, South Dakota.

From May 2002 to July 2003, he was unemployed in North Sioux City, South Dakota.

From March 2001 to April 2002, he was President of Imaging Diagnostic in Plantation,

Florida. From March 2001 to June 2001, he was Owner of J. d’Auguste and Associates,

LLC in McLean Virginia. From December 1999 to February 2001, he was Founder/CEO

of Revonet in McLean, Virginia.

Jim Bentley Consulting, LLC

Jim Bentley Consulting, LLC is an Arizona limited liability company located in Phoenix,

Arizona and formed in June 2004. Jim Bentley Consulting, LLC has rendered consulting

services as an independent contractor with FranChoice since June 2004.

President: James Bentley

Mr. Bentley has been with Jim Bentley Consulting, LLC since its inception June 2004

and has been an Independent Franchise Consultant with FranChoice since September

2003. Mr. Bentley is located at 1224 East Peoria Avenue, Phoenix, Arizona. From

February 1998 to July 2003, he was General Manager for Alphagraphics in Tempe,

Arizona.

Jorgenson Companies, LLC.

Jorgenson Companies, LLC is a Maryland limited liability corporation formed in

November 2002 and located in Glenwood, Maryland. Jorgenson Companies, LLC has

rendered consulting services as an independent contractor with FranChoice since

November 2002.

Member: John M. Jorgenson

Mr. Jorgenson has been a Member of Jorgenson Companies, LLC since its inception in

November 2002 and has been an Independent Franchise Consultant for FranChoice since

November 2001. Mr. Jorgenson is located at 3060 Route 97, #180, Glenwood, Maryland.

Since July 1991, he has also been a General Partner with The Chase Group located in

Rockville, Maryland.

JW Consulting, LLC

JW Consulting, LLC is a Michigan limited liability corporation formed in May 2005 and

located in Bloomfield Hills, Michigan. JW Consulting, LLC has rendered consulting

services as an independent contractor with FranChoice since May 2005.

President: Jeffrey A. Welsh

Mr. Welsh has been President/Member of JW Consulting, LLC since its inception in May

2005 and has been an Independent Franchise Consultant with FranChoice since

November 2004. He is located at 4683 Brafferton Drive, Bloomfield Hills, Michigan.

From September through October 2004, he was unemployed. From January 2002 until

August 2004, he was executive director of the Independent Organization of Little Caesar

Franchisees in Troy, Michigan. From March 2000 to December 2001, he was Executive

VP and COO for A Thousand Points of Knowledge in Spokane, Washington.

April 2006 160

Kaiser & Associates, LLC.

Kaiser & Associates, LLC is a Minnesota limited liability corporation formed in January

2001 and located in Edina, Minnesota. Kaiser & Associates, LLC has rendered

consulting services as an independent contractor with FranChoice since November 2001.

President: William H. Kaiser

Mr. Kaiser has been President of Kaiser & Associates, LLC since its inception in April

2001. Mr. Kaiser is located at 4238 Crocker Avenue, Edina, Minnesota. He has been the

President of Kaiser & Associates, LLC since January 2001.

Kempke Consulting LLC

Kempke Consulting LLC is a limited liability company formed in August 2005 and

located in Mesa, Arizona. Kempke Consulting LLC as rendered consulting services as an

independent contractor with FranChoice since March 2006.

Owner: Bill Kempke

Mr. Kempke has been the owner of Kempke Consulting LLC since its inception in 2005.

He is located at 5863 E. Boston Street, Mesa, Arizona. From August 2005 to February

2006, he was an independent franchise consultant with FranchiseBuyer, Portsmouth, New

Hampshire. From October 1999 to July 2005 he was a franchise sales executive for Re-

Bath LLC, located in Mesa, Arizona.

KMKS, LLC

KMKS, LLC is a New Jersey limited liability corporation formed in March 2004 and

located in Medford, New Jersey. KMKS, LLC has rendered consulting services as an

independent contractor with FranChoice since March 2004.

President: Seth N. Schonberg

Mr. Schonberg has been President of KMKS, LLC since its inception in March 2004 and

has been an Independent Franchise Consultant for FranChoice since June 2002. Mr.

Schonberg is located at 5 Dufton Drive, Medford, New Jersey. From January 1993 to

June 2002, Mr. Schonberg was employed as the Senior Vice President of Development

for United Financial Services located in Philadelphia, PA.

Kovach & Associates, LLC

Kovach & Associates, LLC is a Colorado limited liability corporation formed in June

2003 and located in Boulder, Colorado. Kovach & Associates, LLC has rendered

consulting services as an independent contractor with FranChoice since June 2003.

President: Mark Kovach

Mr. Kovach has been President of Kovach & Associates, LLC since its inception June

2003 and has been an Independent Franchise Consultant with FranChoice since March

2001. Mr. Kovach is located at 920 10

Street, Boulder, Colorado. From June 2000 to

March 2001, Mr. Kovach was President of MJK Properties, San Francisco, California.

Kris Nieb & Associates, LLC

April 2006 161

Kris Nieb & Associates, LLC is a Colorado limited liability corporation formed in May

2005 and located in Arvada, Colorado. Kris Nieb & Associates, LLC has rendered

consulting services as an independent contractor with FranChoice since May 2005.

President: Kristofer T. Nieb

Mr. Nieb has been President of Kris Nieb & Associates, LLC since its inception in May

2005 and has been an Independent Franchise Consultant with FranChoice since April

2005. Mr. Nieb is located at 8304 Field Court, Arvada, Colorado. From January 2005 to

March 2005, he was unemployed in Arvada, Colorado. From August 2003 to December

2004, he was Development Manager for Maui Wowi Fresh Hawaiian Blends located in

Littleton, Colorado. From June 2001 to March 2003, he was Director of Franchise

Support for Maui Wowi Fresh Hawaiian Blends in Littleton, Colorado. From June 2000

to March 2003, he was an Owner of Maui Wowi Fresh Hawaiian Blends in Littleton,

Colorado. From June 2001 to present, he was Owner of K&A Services, Inc. located in

Arvada, Colorado.

KRM Consulting, LLC.

KRM Consulting, LLC is a New Jersey limited liability corporation formed in April 2002

and located in Monroeville, New Jersey. KRM Consulting, LLC has rendered consulting

services as an independent contractor with FranChoice since April 2002.

President: Karol R. Mercurio

Ms. Mercurio has been President of KRM Consulting LLC since its inception in April

2002 and has been an Independent Franchise Consultant with FranChoice since July

2000. Ms. Mercurio is located at 104 Quail Court, Monroeville, New Jersey.

LDK Enterprises

LDK Enterprises is a Michigan corporation formed in April 2005 and located in

Rochester Hills, Michigan. Since June 2005, LDK Enterprises has rendered consulting

services as an independent contractor with FranChoice.

President: Lawrence Klukowski

Mr. Klukowski has been President of LDK Enterprises since its inception in April 2005.

Mr. Klukowski is located at 2784 Murfield Court, Rochester, Michigan. From November

1988 to February 2005, he was President of Cartex, Ltd., Sterling Heights, Michigan.

From February 2005 to April 2005 he was unemployed in Rochester Hills, Michigan.

Louis M. Lavetan, LLC

Louis M. Lavetan, LLC is a Pennsylvania limited liability corporation formed in June

2004 and located in York, Pennsylvania. Since June 2004, Louis M. Lavetan, LLC has

rendered consulting services as an independent contractor with FranChoice.

Managing Member: Louis Lavetan

Mr. Lavetan has been Managing Member of Louis M. Lavetan, LLC since its inception

and has been an Independent Franchise Consultant for FranChoice since March 2004.

Mr. Lavetan is located at 335 Harvest Field Lane, York, Pennsylvania. From January

2004 to March 2004, he was training to become a franchise consultant. From July 2003

April 2006 162

to December 2003, he was Owner of Lou’s Car Service in Boca Raton, Florida. From

April 2003 to July 2003, he was unemployed. From July 2002 to April 2003, he was

Business Development Director for DCTYD, Baltimore, Maryland. From March 2001 to

July of 2002, he was a Partner in BBAD, LLC located in York, Pennsylvania.

MAAD Marketing Company

MAAD Marketing Company is an Illinois corporation located in Indian Wells, California

formed in October 1994. Since October 2002, MAAD Marketing Company has rendered

consulting services as an independent contractor with FranChoice.

Owner: Mary Anne Schultz

Ms. Schultz has been Owner of MAAD Marketing Company since its inception October

1994. Ms. Schultz is located at 75-719 Valle Vista, Indian Wells, California. From

October 1994 to August 2002, Ms. Schultz was the Owner/Operator of a Money Mailer

franchise located in Palatine, Illinois.

Vice President: Richard L. Bissell

Mr. Bissell has been Vice President of MAAD Marketing Company since its inception

October 1994. Mr. Bissell is located at 75-719 Valle Vista, Indian Wells, California.

From October of 1994 to October 2002, Mr. Bissell was an Owner of a Money Mailer

franchise based out of Palatine, Illinois.

Majic Franchise Development, LLC

Majic Franchise Development, LLC is an Arizona limited liability corporation formed in

May 1995 and located in Scottsdale, Arizona. Majic Franchise Development, LLC has

rendered consulting services as an independent contractor with FranChoice since January

2005.

Member: Mark Savel

Mr. Savel has been Member of Majic Franchise Development, LLC since its inception in

May 1995. Mr. Savel is located at 18701 E. Vista Bonita Drive, #125, Scottsdale,

Arizona.

Mark J. Pasma, Inc.

Mark J. Pasma, Inc. is a Michigan corporation formed in January 1988 and located in

Hudsonville, Michigan. Since March 2001, Mark J. Pasma, Inc. has rendered consulting

services as an independent contractor with FranChoice.

President: Mark J. Pasma

Mr. Pasma has been President of Mark J. Pasma, Inc. since its inception January 1988.

Mr. Pasma is located at 2740 Barry Street, Hudsonville, Michigan. Since September

2000, Mr. Pasma has been self-employed as a consultant in Grand Rapids, Michigan.

Matthew J. Stevens & Associates, Inc.

Matthew J. Stevens & Associates, Inc. is an Ohio corporation formed in February 2003

and located in Columbus, Ohio. Since February 2003, Matthew J. Stevens & Associates,

Inc. has rendered consulting services as an independent contractor with FranChoice.

April 2006 163

President: Matthew J. Stevens

Mr. Stevens has been President of Mathew J. Stevens & Associates, Inc. since its

inception in February 2003 and has been an Independent Franchise Consultant with

FranChoice since September 2001. Mr. Stevens is located at Box 44934 Hiltop Station,

Columbus, Ohio. Since September 2001 he has also been the President of Suhey

Investment Group Inc. From September 1998 until September 2001, he was a Developer

with Franchise Development Center located in Atlanta, Georgia.

Melaney Marketing, Inc.

Melaney Marketing, Inc. is a Utah corporation formed in January 2004 and located in

West Haven, Utah. Since November 2005, Melaney Marketing, Inc. has rendered

consulting services as an independent contractor with FranChoice.

President: Brian Melaney

Mr. Melaney has been President of Melaney Marketing (a single proprietorship until

January 2004) since its inception in 1986. Mr. Melaney is located at 2863 West 3775

South, West Haven, Utah.

MG Consulting, Inc.

MG Consulting, Inc. is a Utah corporation formed in August 2005 and located in Layton,

Utah. Since August 2005, MG Consulting, Inc. has rendered consulting services as an

independent contractor with FranChoice.

Principal: Mark R. Gilleland

Mr. Gilleland has been Principal of MG Consulting, Inc. since its inception in August

2005. Mr. Gilleland is located at 1373 N. Child, Layton, Utah. From March 2003 to July

2005, he was a Sales Manager for YESCO located in Salt Lake City, Utah. From

December 2002 to March 2003 he was unemployed in Layton, Utah. From June 1997 to

December 2002, he was VP of Leasing for Sadies/INVU in Bountiful, Utah.

MML Franchise Marketing, Inc.

MML Franchise Marketing, Inc. is a Florida corporation formed in December 2003 and

located in Lakewood, Colorado. MML Franchise Marketing, Inc. has rendered consulting

services as an independent contractor with FranChoice since January 2004.

President: Melissa Lewis

Ms. Lewis has been President of MML Franchise Marketing, Inc. since its inception in

December 2003. Ms. Lewis is located at 14471 West Center Drive, Lakewood,

Colorado. From August 2003 to December 2003, she was unemployed. From September

2001 to August 2003, she was Director of Marketing for Maui Wowi in Littleton,

Colorado. From September 2000 to September 2001, she was Account Manager for

Xerox Corp. in Chicago, Illinois.

April 2006 164

Morventures LTD a limited partnership by Mortex Enterprises Inc., its general

partner

Morventures LTD is a Texas limited partnership formed in October 2005 and located in

Austin, Texas. Since October 2005, Morventures LTD has rendered consulting services

as an independent contractor with FranChoice.

President: Sarah S. Morgan

Ms. Morgan has been President of Mortex Enterprises, Inc., Morventures LTD since its

inception in October 2005 and has been an Independent Franchise Consultant with

FranChoice since May 2003. Ms. Morgan is located at 8509 Zyle Road, Austin, Texas.

From January 2003 to May 2003, Ms. Morgan was unemployed while seeking and

establishing this career opportunity. From April 2002 to December 2002 she was a

Franchise Sales Director with Computer Moms International of Austin, Texas. From

August 2001 to March 2002, she was self-employed as a Consultant for 1411, Inc. of

Austin, Texas. From January 2000 to July 2001 she held the position of Vice President

of Market Development for Access Tech Services in Ann Arbor, Michigan.

Mustard Seed, Inc.

Mustard Seed, Inc. is a New York corporation formed in October 2001 and located in

Wantagh, New York. Since June 2005, Mustard Seed, Inc. has rendered consulting

services as an independent contractor with FranChoice.

Vice President: Thomas Scarda

Mr. Scarda has been Vice President of Mustard Seed, Inc. since its inception in October

2001. Mr. Scarda is located at 3404 Homestead Avenue, Wantagh, New York. From

April 2000 to present he was self-employed in New York, New York.

Neyer & Associates, Inc.

Neyer & Associates, Inc. is a California corporation formed in November 1997 and

located in San Clemente, California. Since June 2002, Neyer & Associates, Inc. has

rendered consulting services as an independent contractor with FranChoice.

President: Nelson D. Neyer

Mr. Neyer has been President of Neyer & Associates, Inc. since its inception in

November 1997. Mr. Neyer is located at 2502 Calle Jade, San Clemente, California.

Since June 1986, Mr. Neyer has also been President of Neyer & Associates, Inc. From

March 2000 to May 2002, he was employed as a Franchise Sales Representative for

Budget Blinds located in Orange, California.

On Eagle’s Wings LLC

On Eagle’s Wings LLC is an Idaho limited liability company formed in June 1997 and

located in Eagle, Idaho. On Eagle’s Wings LLC has rendered consulting services as an

independent contractor with FranChoice since April 2000.

April 2006 165

Member and Manager: Jerry Sullivan

Mr. Sullivan has been Member/Manager of On Eagle’s Wings LLC since its inception in

June 1997. Mr. Sullivan is located at 1736 N. Clarendon Way, Eagle, Idaho. Since 1997,

he has been the Owner of On Eagle’s Wings, located in Eagle, Idaho.

Oxford Consulting Group, Inc.

Oxford Consulting Group, Inc. is a North Carolina corporation formed in November

2001 and located in Oxford, North Carolina. Since June 2001, Oxford Consulting Group,

Inc. has rendered consulting services as an independent contractor with FranChoice.

President: David D. “Chip” Fudge

Mr. Fudge has been President of Oxford Consulting Group, Inc. since its inception in

2001. Mr. Fudge is located at 4146 Sawmill Road, Oxford, North Carolina. From April

2000 until June 2001 he was unemployed while researching businesses for purchase.

From October 1999 until April 2000 he was the VP of Sales for Charles & Colvand, Inc.

located in Morrisville, North Carolina.

Secretary: Betty Fudge

Since June 2001, Ms. Fudge has been an Independent Franchise Consultant FranChoice.

Ms. Fudge has been Secretary of Oxford Consulting Group, Inc. since its inception in

2001. Ms. Fudge is located at 107 Planters Place, Oxford, North Carolina. From June

1999 to June 2001 Betty took time off to stay home with her young children.

Patrick Consulting, LLC

Patrick Consulting, LLC is a limited liability company formed in September 2005 and

located in Baldwin, Maryland. Patrick Consulting, LLC as rendered consulting services

as an independent contractor with FranChoice since March 2006.

President: Delanie “Pat” Patrick

Mr. Patrick has been president of Patrick Consulting, LLC since its inception in 2005. He

is located at 13612 Alliston Drive, Baldwin, Maryland. From September 2005 to

February 2006, he was an independent franchise consultant with FranchiseBuyer,

Portsmouth, New Hampshire. From August 1991 to July 2005 he was managing partner

of Patrick & Associates, LP, located in Timonium, Maryland. From January 1989 to

March 2005 he was a managing partner for Child Development, LP, located in Baldwin,

Maryland.

PMeyer & Associates

PMeyer & Associates is a Colorado corporation formed in November 2004 and located in

Broomfield Colorado. PMeyer & Associates has rendered consulting services as an

independent contractor with FranChoice since November 2004.

Principal: Patty Meyer

Ms. Meyer has been Principal of PMeyer & Associates since its inception in November

2004 and has been an Independent Franchise Consultant for FranChoice since September

2003. Ms. Meyer is located at 8440 West 106

Avenue, Broomfield, Colorado. From

April 2006 166

January 2003 to August 2003, she was Manager of Franchise Development for Maui

Wowi in Littleton, Colorado. From May 2002 to December 2002, she was VP of

Western Development for Charley’s Grilled Subs in Columbus, Ohio. From March 2002

to May 2002 she was unemployed. From March of 1994 to March 2002 she was VP of

Franchise Development of Quizno’s Subs in Denver, Colorado.

Preferred Development, Inc.

Preferred Development, Inc. is a Georgia company formed in July 2002 and located in

Roswell, Georgia. Since March 2006, Preferred Development, Inc. has rendered

consulting services as an independent contractor with FranChoice.

President: Tom Camplese

Mr. Camplese has been President of Preferred Development, Inc. since its inception in

July 2002 and has been an Independent Franchise Consultant for FranChoice since March

2006. Mr. Camplese is located at 540 Wheatridge Bluff, Roswell, Georgia. From January

2006 until March 2006, he was unemployed while in FranChoice training, Roswell,

Georgia. From October 2002 to December 2005, he was executive vice president for

Velocity Sports Performance, Alpharetta, Georgia. From July 2002 to September 2002,

he was unemployed in Roswell, Georgia. From July 2000 to June 2002, he was president

of OneSource, Marietta, Georgia.

R.E.A.L., LLC

R.E.A.L., LLC is a Florida limited liability corporation located in Bradenton Beach,

Florida and formed in January 2003. Since January 2003, Real, LLC has rendered

consulting services as an independent contractor with FranChoice.

President: Riccardo J. Bisio

Mr. Bisio has been with R.E.A.L., LLC, dba FranChoice, since its inception January

2003 and has been an Independent Franchise Consultant for FranChoice since October

2002. Mr. Bisio is located at 2414 Avenue A, Bradenton Beach, Florida. From May

2000 to August 2002, he was a VP of Global Development for Environmental Biotech in

Sarasota, Florida.

R.D.G. Franchise Consultant, Inc.

R.D.G. Franchise Consultant, Inc. is a corporation formed in 2005 and located in Burton,

Michigan. Since March 2006 R.D.G. Franchise Consultant, Inc. has rendered consulting

services as an independent contractor with FranChoice.

April 2006 167

President: Robert D. Gannon

Mr. Gannon has been president of R.D.G. Franchise Consultant, Inc. since its inception

in 2005. He is located at G-4127 S. Saginaw Street, Burton, Michigan. From April 2005

to February 2006, he was an independent franchise consultant with FranchiseBuyer,

Portsmouth, New Hampshire. Since September 1976 to present he as been vice president

of The Gas Co., Inc., located in Burton, Michigan.

R. Johnson Associates, Inc.

R. Johnson Associates, Inc. is a Florida corporation formed in April 2005 and located in

Poinciana, Florida. R. Johnson Associates, Inc. has rendered consulting services as an

independent contractor with FranChoice since April 2005.

President: Robert S. Johnson

Mr. Johnson has been President of R. Johnson Associates, Inc. since its inception in April

2005 and has been an Independent Franchise Consultant with FranChoice since January

2002. Mr. Johnson is located at 525 Santavita Place, Poinciana, Florida. From June 2001

to December 2001, he was Account Executive of Lawn Doctor, located in Holmdel, New

Jersey. From March 2000 to October 2001, Mr. Johnson was Vice President of

Operations for Mark of Excellence Remodeling, located in Freehold, New Jersey. From

March 1979 to December 2001, he was President of R. Johnson Association, Inc., located

in Pittstown, New Jersey.

RLR Consulting, LLC

RLR Consulting, LLC is an Illinois limited liability corporation formed in January 2005

and located in Geneva, Illinois. Since January 2005, RLR Consulting, LLC has rendered

consulting services as an independent contractor with FranChoice.

Owner: Robin Rachal-Gray

Ms. Gray has been Owner of RLR Consulting, LLC since its inception January 2005.

Ms. Gray is located at ON284 Sulley Square, Geneva, Illinois. She was unemployed in

December 2004. From October 2002 to November 2004, she was Director of Sales for

Carvel Ice Cream. From October 1999 to October 2002, she was Director of Sales for

Mrs. Fields in Salt Lake City, Utah.

RoBen Associates LLC

RoBen Associates LLC is a Nevada limited liability corporation formed in December

2003 and located in Henderson, Nevada. RoBen Associates LLC has rendered consulting

services as an independent contractor with FranChoice since December 2003.

Manager: Kenneth A. Ross

Mr. Ross has been Manager of RoBen Associates LLC since its inception in December

2003 and has been an Independent Franchise Consultant with FranChoice since August

2001. Mr. Ross is located at 35 Plum Hollow Drive, Henderson, Nevada. July 2001 he

was unemployed. From May 2000 to June 2001, he was Director of Sales for Webprint,

located in San Bruno, California. From April 1999 to May 2000, Mr. Ross was Vice

President of Sales for Post Net, Inc., located in Las Vegas, Nevada.

April 2006 168

Seiber & Associates, Inc.

Seiber & Associates, Inc. is a Texas corporation formed in May 1999 and located in Fort

Worth, Texas. Since April 2000, Seiber & Associates, Inc. has rendered consulting

services as an independent contractor with FranChoice.

President: Geoffrey Seiber

Mr. Seiber has been President of Seiber & Associates since its inception in May 1999.

Mr. Seiber is located at 777 Main Street, Suite 600, Fort Worth, Texas. From November

2004 to February 2005 he was also COO of KnowledgePoints in Portland, Oregon.

Shafritz & Associates, LLC.

Shafritz & Associates, LLC is a Michigan limited liability corporation formed in October

2001 and located in Huntington Woods, Michigan. Shafritz & Associates, LLC has

rendered consulting services as an independent contractor with FranChoice since April

2002.

Managing Member: Jeffrey L. Shafritz

Mr. Shafritz has been Member of Shafritz & Associates, LLC since its inception in

October of 2001 and has been an Independent Franchise Consultant with FranChoice

since April 2002. Mr. Shafritz is located at 10485 Vernon Avenue in Huntington Woods,

Michigan. Since October 2001, he has been the Member of Shafritz & Associates, LLC.

From January 2001 until September 2001, he was the Franchise Sales Director at Regus

Business Centers in Troy, Michigan. From March 1993 until January 2001 he was

Director of Franchise Sales for The Athlete’s Foot Group. (Please see attached

Disclosure Addendum noted as “Litigation”).

Smart Choice Franchising, LLC

Smart Choice Franchising, LLC is an Arizona limited liability company formed in

October 2004 and located in Payson, Arizona. Since October 2004, Smart Choice

Franchising, LLC has rendered consulting services as an independent contractor with

FranChoice.

Statutory Agent: John A. Landino

Mr. Landino has been Statutory Agent for Smart Choice Franchising since its inception

October 2004 and has been an Independent Franchise Consultant for FranChoice since

November 2001. Mr. Landino is located at 217 E. Hwy 260, #116, Payson, Arizona.

From October 1998 until November 2001 he was the President of Success Dynamics,

located in Payson, Arizona.

Member: Nancy H. Landino

Ms. Landino has been a Member of Smart Choice Franchising since its inception October

2004 and has been an Independent Franchise Consultant for FranChoice since November

2000. Ms. Landino is located at 217 E. Hwy 260, #116, Payson, Arizona. From August

2000 until October 2000 she was the Vice President of Franchising for Score, located in

Oakland, California.

April 2006 169

Spirit of the Mountains, Inc.

Spirit of the Mountains, Inc. is a Tennessee corporation formed in October 2005 and

located in Gatlinburg, Tennessee. Spirit of the Mountains, Inc. has rendered consulting

services as an independent contractor with FranChoice since October 2005.

President: Mason Clinton

Mr. Clinton has been President of Spirit of the Mountains, Inc., since its inception

October 2005 and has been an Independent Franchise Consultant with FranChoice since

October 2003. Mr. Clinton is located at 366 St. Andrew’s Way, Gatlinburg, Tennessee.

From January 2000 to September 2003, he was Partner of Creative Telecom in

Gatlinburg, Tennessee.

TDB Consulting, Inc.

TBD Consulting is a Georgia corporation located in Loganville, Georgia and formed in

December 2003. Since December 2003, TDB Consulting, Inc. has rendered consulting

services as an independent contractor with FranChoice.

President: Theresa M. Barber

Ms. Barber has been with TDB Consulting, Inc. since its inception in December 2003 and

has been an Independent Franchise Consultant with FranChoice since January 2003. Ms.

Barber is located at 4684 Pine Drive, Loganville, Georgia. From May 2000 to January

2003, she was a franchise advisor for Netspace, located in Miami, Florida.

Think Big Michael, LLC

Think Big Michael, LLC is a limited liability company formed in January 2000 and

located in Springfield, New Jersey. Think Big Michael, LLC as rendered consulting

services as an independent contractor with FranChoice since March 2006.

President: Michael Ledwitz

Mr. Ledwitz has been president of Think Big Michael, LLC since its inception in 2000.

He is located at 445 Morris Avenue, Apt. A-8, Springfield, New Jersey. From October

2005 to February 2006, he was an independent franchise consultant with FranchiseBuyer,

Portsmouth, New Hampshire. From April 2004 to January 2005 he was in franchise sales

for Lawn Doctor, Holmdel, New Jersey. From August 2001 to October 2003, he was in

franchise sales for Weichert Realtors, Morris Plains, New Jersey. From January 1999 to

July 2001 he was in franchise sales for C21/Coldwell Banker, Parsippany, New Jersey.

T. McLane Enterprises, Inc.

T. McLane Enterprises, Inc. is a Virginia corporation formed in November 2004 and

located in Chesapeake, Virginia. Since November 2004, T. McLane Enterprises, Inc. has

rendered consulting services as an independent contractor with FranChoice.

President: Tana McLane

Ms. McLane has been President of T. McLane Enterprises, Inc., since its inception in

November 2004 and has been an Independent Franchise Consultant with FranChoice

since April 2004. She is located at P.O. Box 9496, Chesapeake, Virginia. From January

April 2006 170

2002 through March 2004, she was Franchise Development Manager for The Cleaning

Authority in Columbia, Maryland. From July 2001 through January 2002, she was in

franchise development for Tutor Time Child Care Learning Systems, Inc. located in Boca

Raton, FL. From January 2001 through July 2001, she was a marketing consultant for

Kforce Professional Staffing located in Ft. Lauderdale, FL.

TYKO, Inc.

TYKO, Inc. is a Utah corporation formed in July 2002 and located in Bountiful, Utah.

TYKO, Inc. has rendered consulting services as an independent contractor with

FranChoice since April 2005.

President: Kevin G. Olson

Mr. Olson has been President of TYKO, Inc. since its inception July 2002. Mr. Olson is

located at 1362 E. 1700 S., Bountiful, Utah. From June 2002 to present, he was CEO of

TYKO, Inc. in Bountiful, Utah. From February 2000 to May 2002, he was Project

Manager for Sadies in Bountiful, Utah.

T.R.K. Franchise Consultant, Inc.

T.R.K. Franchise Consultant, Inc. is a corporation formed in 2005 and located in Burton,

Michigan. T.R.K. Franchise Consultant, Inc. has rendered consulting services as an

independent contractor with FranChoice since March 2006.

President: Thomas R King

Mr. King has been president of T.R.K. Franchise Consultant, Inc. since its inception in

2005. He is located at 4127 S. Saginaw Street, Burton, Michigan. From April 2005 to

February 2006, he was an independent franchise consultant with FranchiseBuyer,

Portsmouth, New Hampshire. Since September 1976 he has been vice president of The

Gas Co., Inc., Burton, Michigan.

Visionary Business Ventures, Inc.

Visionary Business Ventures, Inc. is a Colorado corporation formed in October 2005 and

located in Highlands Ranch, Colorado. Visionary Business Ventures, Inc. has rendered

consulting services as an independent contractor with FranChoice since October 2005.

President: Stephen W. Hogan

Mr. Hogan has been President of Visionary Business Ventures since its inception in

October 2005 and has been an Independent Franchise Consultant for FranChoice since

April 2003. Mr. Hogan is located at 8941 Tappy Toorie Circle, Highlands Ranch,

Colorado. From September 1989 to April 2003, Stephen held the position of Director of

Franchise Support for PSI, Inc. located in Greenwood Village, Colorado.

Wallace Development, LLC

Wallace Development, LLC is a Colorado limited liability corporation formed in April

2004 and located in Castle Rock, Colorado. Wallace Development, LLC has rendered

consulting services as an independent contractor with FranChoice since April 2004.

April 2006 171

Principal: Tamyra Wallace

Ms. Wallace has been Principal of Wallace Development, LLC since it inception in April

2004. She is located at 200 S. Wilcox Street, #237, Castle Rock, Colorado. From July

2003 through March 2004, she was facilitator development representative for The

Alternative Boards, Denver, Colorado. From May 2003 through June 2003, she was

unemployed. From June 2001 through April 2003, she was an owner of a Mr. Handyman

franchise in Greenwood Village, Colorado. From July 1998 through September 2001,

she was Director of Facilitator Development for The Alternative Board in Denver,

Colorado.

Wilmac, Inc.

Wilmac, Inc. is an Arizona corporation formed in 1983 and located in Mesa, Arizona.

Wilmac, Inc. has rendered consulting services as an independent contractor with

FranChoice since October 2001.

Vice President: Cynthia Wilson

Ms. Wilson has been Vice President of Wilmac, Inc. since its inception in 1983. Ms.

Wilson is located at 2322 S. Rogers St. Lot 16, Mesa, Arizona. From September 1997

until September 2001, she was with Computer Services for Westminster Presbyterian

Church, located in Westlake Village, California.

Write From The Heart, Inc.

Write From The Heart, Inc. is a California corporation formed in September 2003 and

located in La Canada Flintridge, California. Write From The Heart, Inc. has rendered

consulting services as an independent contractor with FranChoice since September 2003.

President: Frank de Lucia

Mr. de Lucia has been President of Write From The Heart, Inc. since its inception

September 2003 and has been an Independent Franchise Consultant with FranChoice

since January 2002. Mr. de Lucia is located at 2222 Foothill Blvd., #D, La Canada

Flintridge, California. From November 1997 to January 2002, he was Vice President of

Franchise Development for Sir Speedy, Inc., located in Mission Viejo, California.

April 2006 172

144 MAN Enterprises, LLC

144 MAN Enterprises, LLC is a limited liability company formed in August 1995 and

located in Phoenix, Arizona. 144 MAN Enterprises, LLC as rendered consulting services

as an independent contractor with FranChoice since March 2006.

Manager: Scott Grossman

Mr. Grossman has been manager of 144 MAN Enterprises, LLC since its inception in

1995. He is located at 16234 South 37

Way, Phoenix, Arizona. From January 2005 to

February 2003, Mr. Grossman was an independent franchise consultant with

FranchiseBuyer, Portsmouth, New Hampshire. From July 2003 to January 2005, Mr.

Grossman was CEO of Inspect It 1

Franchising, Scottsdale, Arizona. From April 1996

to July 2002, he was employed by White Electronic Designs, Phoenix, Arizona.

8 at 20, Inc.

8 at 20, Inc. is an Illinois corporation formed in January 2003 and located in Rolling

Meadows, Illinois. 8 at 20, Inc. has rendered consulting services as an independent

contractor with FranChoice since January 2003.

President/Owner: Margaret H. “Meg” Schmitz

Ms. Schmitz has been President/Owner of 8 at 20 Inc. since its inception in January 2003

and has been an Independent Franchise Consultant for FranChoice since October 2002.

Ms. Schmitz is located at 5721 Silent Brook Lane, Rolling Meadows, Illinois. From

August 1993 until November 2004, she was the owner of Flat Top, Inc. dba Great Clips,

with salons located in various locations around Chicago.

801 Partners, Inc.

801 Partners, Inc. is a Massachusetts corporation formed in April 2003 and located in

Duxbury, Massachusetts. Since July 2003, 801 Partners, Inc. has rendered consulting

services as an independent contractor with FranChoice.

Owner: Betty Anne Fortunato

Ms. Fortunato has been Owner of 801 Partners, Inc. since its inception in April 2003. Ms.

Fortunato is located at 78 Indian Trail, Duxbury, Massachusetts. From May 2003 to July

2003, she was unemployed. From September 2000 to May 2003, she was VP of

McDonald’s Business Unit for Aramark, Inc. in Norwell, Massachusetts.

President: Michael A. Fortunato

Mr. Fortunato has been President of 801 Partners, Inc. since its inception April 2003 and

has been an Impendent Franchise Consultant with FranChoice since July 2002. Mr.

Fortunato is located at 78 Indian Trail, Duxbury, Massachusetts. From February 2002 to

July 2002 he was unemployed and searching for a business in franchising. From August

1999 to February 2002 he was employed as Director of Sales & Marketing for Strafford

Technology of Boston, Massachusetts.

FRANNET, LLC.

April 2006 173

THE BROKERS LISTED BELOW ARE NOT REGISTERED OR AUTHORIZED

TO SELL IN THE STATES OF ILLINOIS, WASHINGTON, AND NEW YORK

OR ANY STATE IN WHICH WE ARE NOT REGISTERED TO SELL

FRANCHISES.

Keld Alstrup joined the Volvo Company in Canada in a management position. He was

transferred by Volvo to the United States and served the company for 26 years before

leaving the position of Officer and Vice President. Mr. Alstrup holds an MBA degree

from Fairleigh Dickinson University. He has lived and worked in Denmark, Canada,

Sweden and the U.S. and has been a speaker at local and international HR conferences.

He has the FranNet office in Connecticut and New York.

Jack Armstrong has been involved in magazine publishing for 16 years, 12 of which as

President and Publisher of Americana magazine. He was also involved in the start-up

and launch of New Jersey Monthly magazine and MHQ, Quarterly Journal of Military

History. He is currently a full-time franchise consultant in New Jersey.

Daniel Ajzen has a marketing background, and is an outstanding diplomat in

International Business. He was awarded the "Golden Sun" twice for the best cultural

radio program in Mexico and handles FranNet in Mexico and Central America.

Dan Aronoff is the owner of FranNet of Middle and Eastern Tennessee. He provides

free consultations to individuals who are seriously seeking business ownership

opportunities. He started his career with Exxon Corporation and held several

management positions in Texas, Louisiana and Illinois. Dan joined Kendle International,

a pharmaceutical clinical trials organization, where he grew their Chicago territory by

adding clinical research talent while also helping to build the human resources

infrastructure for the entire corporation. Dan’s then worked with consumer-foods giant

Kraft Foods, where he managed employee relations and career development

responsibilities for the R&D division and played an integral role in merging Nabisco into

the Kraft Foods family. For the past three years Dan has worked in the family business

(Goldner Associates), a promotional products and advertising specialties company, in an

advisory capacity helping with strategic planning, project management and growth

initiatives. Dan now owns his own business with FranNet and coaches others on the

benefits of owning their own business. Dan graduated with a Bachelors degree in

Psychology from Indiana University and a Masters degree in Labor and Industrial

Relations from the University of Illinois.

Walter “Chip” Baranowski started his career at Ryder Truck Rental where he spent

twelve years both in customer service and in management. He worked his way up the

corporate ladder overseeing daily operations of more than 20 people and developing his

franchised market by adding more than 150M in revenues over 3 years. He also

spearheaded a training program for their business partners in order to provide on-going

field support for his customers. After Chip earned his reputation in franchising at Ryder,

he moved to National Floor and Window Coverings as the Director of Franchise

Development. It was then that he established a relationship with FranNet. Chip was then

attracted to Coverall of North America by an opportunity to work as their Regional

April 2006 174

Director. He was in charge of daily operations of the regional office as well as the selling

of franchises and training of all franchise owners in his area.

Tom Barber has over 35 years of corporate, small business and franchise ownership.

Tom’s corporate background includes data processing, institutional brokerage, retail

services and as Vice President of Continental Airlines. He has owned several businesses

in the areas of dry cleaning, commercial laundry operations, tire retread manufacturing.

Tom’s introduction to FranNet resulted in his purchase of a multi-unit franchise in

Wilmington, North Carolina in 2000. He later opened a FranNet office representing

coastal North Carolina and South Carolina.

Howard Bassuk is the founder and Chairman of the Franchise Network Group, which he

founded in 1987, and has built it to an international group of franchise professionals,

currently consisting of over 50 independent offices in 5 countries. Before joining

Franchise Network, Bassuk found and was majority stockholder in Data Research

Associates, a company specializing in sales and distribution of computer products.

During the 11 years that he owned the company, he pushed sales from inception to more

than $30,000,000 prior to selling the company in 1985. Bassuk is very active in the San

Diego and franchise communities, serving on the Advisory Committee to the Small

Business Development Center and the Chamber of Commerce, and doing his own radio

show on business on the San Diego CBS affiliate. Additionally he conducts monthly

educational seminars in conjunction with the US Small Business Administration, and

other groups. Bassuk is on the Fair Standards committee of the AAFD (American

Association of Franchisees and Dealers), as well as a member of the IFA’s Council of

Franchise Suppliers.

Anne Barr has over 23 years experience in sales and marketing, six years as a

franchisee. She has assisted over 350 business owners and purchasers. She holds the

designation of Certified Business Intermediary from the International Business Brokers

Association and Board Certified Broker from the Texas Association of Business

Brokers. Anne is active in professional organizations, networking groups and volunteers

for non-profit entities. She has been owner/operator of four successful businesses. She is

currently a full-time franchise consultant in Dallas and surrounding area.

Liz Beck has over 15 years of business experience in the areas of administration,

operations, training and development. Her experience includes a variety of small startup

businesses, large corporations, speaking and teaching assignments, and several years

focused on franchise operations and franchise development working directly with the

internationally recognized franchise developer of Sylvan Learning Systems. The focus of

her business is dedicated to matching the right person to the right business in the State of

Idaho, as well as Central and Eastern Washington.

Peter Birnbaum is a Senior Consultant with FranNet Franchise Connection. In addition,

he is Vice President of Glamour Secrets of NJ which is a retail beauty fashion franchising

company headquartered in Canada. Peter brings over 25 years senior executive

experience with regional and international firms. He was a Marketing Director at

PricewaterhouseCoopers and New York Life Investment Management. Previously he

held Vice-President positions at The Bank of New York and United Jersey Banks. He is

April 2006 175

a member of the International Business Brokers Association (IBBA) and several other

professional organizations.

Phil Blackstock was born with an entrepreneurial spirit that has served as the foundation

for his business career over 25 years. Phil’s past achievements include the formation of a

Strategic Consulting Alliance to assist a major soft company in restructuring and

repositioning their international reseller network. He also started Envirocare, which

revolutionized environmental cleaning processes for surfaces areas where petroleum,

carbon deposits and other environmentally sensitive contaminants are an issue. Following

five years of success, Envirocare was acquired by a large publicly traded company. Phil

has lectured, conducted business seminars and entrepreneurial workshops in over 70

major cities throughout the United States and Canada.

Dave Broughton started his career at an auto parts distribution company in London with

volume of $10 million. Over 29 years Dave helped to build this business to over $250

million in large measure from developing a strong franchise program with over 200 units

in Canada. Through Dave’s experience with many audit clients and auto parts franchises

he has developed expertise in helping individuals to achieve their business goals. Dave is

an active member of the Financial Executive Institute, the Ontario Chamber Of

Commerce, and the Canadian Professional Sales Association.

Khaled Burgan is the president of Middle East of FranNet, based in Dubai, U.A.E. with

offices in Amman, Jordan and in Montreal, Canada. He was owner operator of multiple

café bistros for over 11 years with Vanhoutte Inc. In Riyadh, Saudi Arabia, Khaled

spent over twelve years, most of which within the business systems and

telecommunications market. He was contracted by Aggad Investment Company in order

to set up an office systems company. He established Nasco (National Advanced Systems

Company) in1988, in both Riyadh and Jeddah. Prior to that, he was the Area Manager in

charge of the entire Saudi Arabian Central Region for Saudi Ericsson. During that time

he managed both the service, sales and projects departments. During his mandate, Saudi

Ericsson became the Saudi Arabian leader in the sales of up to 10,000 line (PABX)

telephone systems. He was also the Manager of Administration and personnel and was in

charge of more than 100 employees.

Michael Bush has over 27 years in business working with such companies as Sun Trust

Banks, BellSouth, AT&T, MCI, and Expanets, Inc. His work experience includes Sales,

Sales Management, Business Management, and Branch Operations for various companies

in the Fortune 500. He has also developed several business seminars and workshops for

his clients to enhance their management abilities. Michael is the Franchising Advisor for

FranNet for the Miami Dade and Monroe Counties in Florida. He holds a B.S. in

Marketing and Business Administration from the University of Maryland. He has been

active in the Business and Social environment in South Florida since 1977 and has

established an active network for referrals.

Cheri Carroll is currently a franchise developer with 21 years of experience in

franchising, both as a franchisor and as a franchisee. She was a systems analyst before

she began her franchising career with Jack In The Box in 1980 (1400 units, southwest

US), eventually becoming Franchise Sales Manager. She went on to become Director of

Franchising for Sydney Learning Stores (19 units, Canada), Heidi's Frogen Yozurt (120

April 2006 176

units, California), owning her own Heidi's unit as well. Cheri handled the San Diego

FranNet office from 1995-1998, then opened her own franchise consulting company as

an affiliate to FranNet. She has taught franchising for five years, and she serves as a

volunteer with SCORE as well.

Helen Chau established FranNet's first presence in China based in Shanghai. After a

successful career working for a US multi-national company for more than 10 years,

Helen Chau become a business owner with FranNet. Prior to joining FranNet, Helen

worked for Sun Microsystems as the Regional Manager for Asia Pacific based in Hong

Kong. For her dedication and commitment to customer service she was awarded the

Customer Service Excellence Award in 1993 and Management Spot Light Award in

2002. Helen is an active member of the China Chain-store & Franchise Association, the

Shanghai American Chamber of Commerce and the International Franchise Association.

Keith Clem came to FranNet with 15 years of franchise experience. Keith has been a

sub-franchisor and franchisee with Maid Brigade since 1989. He started his career out of

college working in a family business as a general manager for several of their wholesale

magazine and book distribution businesses, where he stayed for fourteen years. He then

purchase his own business, he also worked on the Maid Brigade national support team

helping to train new franchisees in starting up their new businesses as well training those

buying existing franchises. He also provided these new franchises with on going

telephone support and helped them to get through that start up phase.

Ken Coleman has over 30 years of experience in business management and business

consulting. This included 10 years of business ownership as a multi-unit franchise owner

and independent businessperson. Mr. Coleman is also accomplished in developing and

executing full scope business reviews, financial analysis and bank presentations. In

addition, he has substantial experience building lesson plans for seminars and workshops

ranging from basic training to management skill development. His experience also

includes extensive work in franchise consulting, operational systems development,

human resource planning and development, training and group facilitation. Mr. Coleman

has authored several significant workshop presentations on Management Skills

Development, Breakeven and Operation Standards and Systems.

Joe Cooney has over 30 years experience in general management, sales and marketing

management and, of course, direct sales, marketing and trading (energy commodities and

futures.) Joe has spent the vast majority of his career in the energy sector, both natural

gas and power.

Mark Cory brings over 20 years of business management experience to the FranNet

Detroit office. He served as Senior Vice President for Olympia Entertainment, Inc., the

management company for Joe Louis Arena, Cobo Arena, the Fox Theatre, The Second

City Comedy Theatre, Hockeytown Café, Comerica Park and various restaurant and retail

establishments, including several franchise concepts. His duties included oversight of

finance, information services, marketing, public relations, group sales, new

media/publishing, creative services, and new business development.

April 2006 177

Kent Craven has owned and operated several small businesses in the travel and

transportation industries. He has both bought and sold businesses, and started an

independent business at the age of 25 with a small venture capital investment.

Thom Crimans has over 20 years of experience in business management and consulting.

He is currently General Manager of the FranNet Louisville office and President and

owner of the Louisville Regional Office of LedgerPlus, an accounting and tax franchise

for small business. His experience includes extensive work in franchise consulting,

organization design, human resource systems, training and group facilitation.

Merri Cronk spent the last six years in distribution account/supplier management in two

industries. For the last four years, she created and implemented marketing promotions,

branding initiatives and licensed products based on the professional racing platform for

clients including the Indy Racing League, its teams and team sponsors. She has also been

a free-lance writer for publications including Broker Agent Magazine and the

Indianapolis 500 Official Program. She operates the Indianapolis FranNet office.

Scott Cronk has served as a division President of Tylan General, a publicly traded ISO

9001 certified global manufacturing business based in San Diego California from 1995

until the sale of the company in early 1997. Following the sale of Tylan General to

Millipore Corporation, Scott served as the Vice President of Strategic Marketing for

Millipore’s Microelectronics group. Scott has spent the last several years involved in

Indy car racing and sports marketing as Vice President and General Manager of

Treadway Racing, the 1997 Indianapolis 500 championship team. Scott started his first

business 1988 and recently acquired his first franchise in December 2002. He will be

working with his wife Merri in the Indianapolis office.

Dale Dissmeyer Dale became a licensee for a retail chain of accessory stores eventually

owning and operating four locations for over 10 years. Next he introduced the first Twin

City location of a European specialty knitwear designer. Prior to joining FranNet Dale

helped local businesses develop and implement sales and marketing programs for a

variety of products and services as an independent business consultant. Earlier in his

career, he held multiple sales and marketing positions for large consumer product

companies including General Mills and PepsiCo. He successfully participated in several

new product launches and the initiation of new distribution channels on both a regional

and national level, including expansion of the soft drink category in Target stores.

Peggy Dissmeyer had a 20 year finance career with Pillsbury and Philip Morris, where

she gained wide experience in business operations and development through a variety of

business units and divisions. In addition, she spent 3 years in a CPA firm working with

small businesses.

Jordon Dupries has been in franchising since 1985. Before joining FranNet in San

Francisco he was a successful multiple unit franchise owner and elected to represent his

fellow franchisees on the franchisor’s Strategic Marketing and Planning Council. He has

bought and sold existing businesses and developed startups. Mr. DuPries teaches

franchising at San Francisco State University and is a member of the Society of Certified

Business Opportunity Appraisers.

April 2006 178

Rick Eggleton represents the largest west coast market for Franchise Network, including

Los Angeles, Orange, Riverside, and San Bernadino Counties. He was President/CEO of

Edelstein Associates Advertising, Managing Director of Ark Systems, Inc. and Theta

Technologies, Inc., Vice President, CEO, and Owner of Secure Services, Inc., President

of Eggleton Development Group, Inc., and COO, Co-Founder, and owner of Great

Western Pacific Corporation.

Jim Finan is the owner of FranNet of Indiana. Jim is an active member of the local

Chambers of Commerce, Rainmakers and Venture Club. He is also a resource for the

Business Professional Exchange Chapters. Prior to FranNet, Jim served at Ball State

University in the capacity of development director in support of the College of

Architecture and Planning. Before joining Ball State, Jim was Vice-President of

Operations for Reliant Services, a joint venture between Indiana Energy and Cinergy,

where he led the operational implementation of services provided to utility customers in

the tri-state area of Indiana, Kentucky and Ohio. Jim held various managerial and

director-level responsibilities with Indiana Energy, Inc. (now Vectren Corporation

Cliff Fostoff in 1999, with his wife Ilene, Cliff purchased Stratis Business Center a new

full service Executive Suite Franchise located in Boynton Beach, Florida after meeting

with FranNet consultants. Previously, Cliff was Vice-President of Operations for

Coehmann’s Inc., an off price clothing chain out of New York. He worked in Southern

Florida for many of his 20 years with the company. Cliff is also a licensed Real Estate

Agent and considers himself an expert when it comes to demographics and understanding

the future growth of Southern Florida.

Rob Gettemy conducts dozens of franchise seminars a year on franchising in

conjunction with outplacement firms, small business development centers, local

chambers of commerce as well as colleges and universities. Prior to becoming a business

owner himself, Rob spent ten years as a senior sales and operations executive in the

software and telecommunications industries. Rob also has significant experience in

mergers and acquisitions as well as business integration. As part of Mattel Interactive, he

was responsible for integrating customer service and direct sales operations from nearly

forty companies.

Chris Goepper Focusing solely on his business career with FRANNET, representing

over 100 Franchisors. Currently Chris is an active speaker at Chamber of Commerce

events, outplacement offices and small business development centers. He is

professionally active in the Northern Kentucky and Dayton Chambers of Commerce,

Northern Kentucky Business Network International, and the Association for Corporate

Growth. He has experience in the health services, industrial, and retail markets working

in the areas of sales, management, marketing and new business development.

Barney Greenbaum has been involved in all facets of business development as an

entrepreneur for close to 30 years. He has been the CEO of several businesses, many

revolving around the food industry. His background is extremely varied and his work

has been distinguished in many publications. He has been designated one the outstanding

small business operators of Central Ohio by the Small Business Administration. Barney

will be running the FranNet of Central Ohio office.

April 2006 179

Darry Griffis spent several years as a professional outplacement and career consultant

with Lee Hecht Harrison. As Vice President / Director of Professional Development, he

utilized communications techniques to assist groups and individuals in assessing skills,

traits, preferences and professional objectives as decisions were made about next career

steps. Prior to his work at LHH, Darry completed a career with the AT&T Corporation

with significant experience in Marketing, Sales, Operations and Human Resources both

domestically and internationally. He works as a FranNet advisor in the Tampa North.

Mike Hall is President and Owner of Instant Sign Solutions in Charlotte, North Carolina,

as well as running the FranNet office in that city. He was Division Manager of Contract

Office Group, and President of Foundation Contract Furnishings. Prior to that, he was

Vice President of Marketing and Sales for Anderson Desk, Inc., and worked in Marketing

Management for the DuPont Company.

Jim Hansbrough represents FranNet in the Kansas City metropolitan area in both

Missouri and Kansas, along with the rest of the State of Kansas. His experience includes

20+ years as Vice President - Controller in capital goods manufacturing with National

Crane Corporation, a part of The Manitowoc Crane Group. He started his career in

Finance with Grove Worldwide. Jim also conducts seminars throughout the region in

conjunction with outplacement agencies, the SBA, Small Business Development Centers,

and Chambers of Commerce.

Dennis Hansen has a business background with Eastman Kodak; Sales, Finance, Sales

Management, General Management , departing as Vice-President and General Manager,

High Volume Copier Group. Danka; President, Latin American Division. American

Management Services; Small Business Senior Consultant. UPS Stores; current owner of

2 retail franchises in Atlanta, GA.

Eric Hayman has been with FranNet since its inception. He has over 30 years of

business experience in general management and marketing. In addition to being VP

Marketing for a $300 million NYSE company and GM of a $30 million company, Mr.

Hayman owned his own manufacturing operation. During most of his career he has been

involved with small businesses and has an extensive background in their operational

needs. In addition, he has worked with the SBA and other organizations catering to

companies with under 100 employees.

Randy Hove’s background includes 25 years of franchise industry experience. Randy

enjoyed providing operational and marketing support to new franchise owners as well as

seasoned multi unit owners. Franchise responsibilities also included managing franchisor

development across the United States.

Randy James worked as a Territory Manager for a Fortune 500 company for 9 years

before starting his own business introducing a revolutionary cleaning product and

concept where he oversaw all aspects of manufacturing & marketing, R & D, production,

purchasing, customer service, sales and advertising, and accounting. While doing that he

developed a program titled "Results Oriented Cleaning" and presented seminars across

the US, Canada and Mexico. Randy has instructed workshops on sales, networking,

communications and quality management. Randy will be helping prospective franchisees

in the State of Utah.

April 2006 180

John Jones FranNet Alabama is led by John W. Jones, who has over 30 years experience

in the franchising field. John is joined by his daughter Jennifer Tran-Reno, who herself

has held numerous sales & management positions. Jennifer was also a multi-unit

franchise owner when she lived in Texas. John was the Chairman and CEO of Franchise

Concepts, Inc., a Houston based leading franchise company with hundreds of units. He

also has been a franchisee himself, as a partner in Quality Restaurant Concepts, Inc., a

multi-state operator of Applebee’s and Up the Creek. John began his business career with

Procter & Gamble. He has been a member of the International Franchise Association,

The International Council of Shopping Centers, The Southwest CEO Council, The

Franchise CEO Council and numerous other organizations.

Kathleen Keefe franchise consultant with FranNet for the Coastal Carolinas. Kathleen is

a multi unit franchise owner herself. Prior to joining FranNet, Kathleen spent over 25

years in the airline industry as Senior Director where she had responsibility for over

thirty airport operations in the United States and Mexico. Kathleen is an active member

of the Wilmington, Brunswick County, and Carolina Beach Chambers. She also serves

on the Cape Fear Community College Foundation Board.

Phil Kuban has been involved in the franchising industry for twenty years both as a

franchisor and a franchisee. He founded FranMax in 1987, a brokerage and consulting

company developing franchises in the southeast such as Mail Boxes Etc., Moto Photo,

and Sylvan Learning Centers. Currently Phil serves as the FranNet consultant for

Georgia.

Leslie Kuban became a business owner herself at age 23 as the operating partner of a

Mail Boxes Etc. franchise in Atlanta, GA. As a result of her success in her Mail Boxes

Etc. business, Leslie also became a part of the local support network in Atlanta, assisting

other MBE franchise owners in successfully operating their businesses. In 1999 she

joined FranNet as the associate for Georgia.

Mark Laughlin is a consultant for Franchise Network covering the states of Wyoming

and Montana. After graduating from the University of North Dakota with a B.S.B.A,

Mark worked in retail management with Walgreen’s and Osco Drug for ten years. He

was at the time the youngest operating manager in the Walgreen’s system at 23. Mark

specialized as the fix up man for Osco Drug, was market manager on the north side of

Chicago and ran the highest volume freestanding store in the chain. In 1986 Mark went to

work for sales liquidator G.A. Wright out of Denver. In 1987 Mark opened up the first of

three start up franchise companies, Pip Printing in Libertyville, Illinois which he sold in

1995. The Libertyville location was the second highest volume store in the Midwest in

the Pip system. In 1996, Mark opened up his second franchise business Molly Maid in

Grayslake, Illinois and became one of the top performers within the system; selling the

business at the tale end of 1999. In 2000, Mark purchased the licensing rights to Inches-

A-Weigh (women’s exercise and nutrition center) in Lake County, Illinois. Mark assisted

with new licensee classroom training and conducted corporate training at his location. He

sold that business late in 2002. In 2003 Mark relocated to Cheyenne, Wyoming.

Tom Lawrence. After 8 years of progressive responsibility, from teaching to managing

juvenile institutions in the Youth Service Division of Virginia’s Department of

Corrections, Tom Lawrence began his entrepreneurial career in 1975 with the purchase

April 2006 181

of Valpak of Virginia. Initially specializing in direct sales, in 1981, he became President

and the sole owner of that business. In the period between 1981 and 1991, Tom built the

business from sales of approximately $800,000 per year to sales in excess of $3,000,000

per year. Valpak of Virginia was repeatedly ranked in the top 5% of the over 200 Valpak

franchises. In 1991, Tom sold the Valpak of Virginia franchise and was hired by Cox

Enterprises, the corporate parent of Valpak Direct Marketing Systems, Inc. In 1994, he

was promoted to Vice President of Franchise Operations. In this position, he retained

responsibility for field support, had increased involvement in franchisee recruiting and

was given management responsibility for Valpak’s five franchisor-owned operations. In

2003, Tom retired from Valpak in order to move to Richmond, Virginia and establish

FranNet.

Adreinne Leigh has experience which includes over 20 years of working with small

businesses in start-ups, turn-arounds, and fast growing companies. As the Managing

Director of a consulting firm, she developed a licensing program and built a strong

international network of licensed consultants. She has an extensive background in

operations management, sales and marketing. She has also worked with hundreds of

individuals experiencing career transitions, conducting Life Planning workshops and

coaching them in meeting their personal and professional goals.

Joel Libava has over 20 years of experience in Service and Sales Management. His

Service background includes several management positions at some of Cleveland’s finest

restaurants. His sales management experience includes work at several large automobile

franchises including Mentor Mitsubishi one of Mitsubishi’s top ten franchisees in the

country. Joel is the Vice President of FranNet’s Northern Ohio office.

Soo Kong Lim is the President, Asia Pacific of FranNet, based in San Jose, California.

Fluent in English, Japanese, Chinese and Malay, Soo Kong is skilled in handling global

clients with products and services targeted at diverse cultures in Asia Pacific. Soo Kong

was the CEO of EURO RSCG in Malaysia. EuroRSCG is a global marketing

communications company with its headquarters in New York. As the CEO of

EuroRSCG Malaysia, she rebuilt the international agency during an economic downturn

(when the overall country's advertising revenue dropped by 30%) into a credible player

after a tenure of three and half years. In addition to growing revenue from global clients

like Intel, Sara Lee, Dell, and Volvo, she also led a targeted new biz blitz, mentored and

tutored employees. Her position as a senior executive in the Asia Pacific regional offices

included frequent travel to China, Japan, Korea, Singapore, and Thailand. At McCann

Erickson another global marketing communications company, where she worked for 11

years before being headhunted in 1997 to manage EuroRSCG, Soo Kong demonstrated

her ability to build long-term business relationships. In recognition of her outstanding

performance she was awarded the prestigious Harrison K. McCann Leadership Award for

Professional Excellence and appointed a member of the company's Executive Board. She

is an associate with FranNet that helps acquire US franchisors in Asia Pacific.

John McGavin over the past 25 years has worked in business to business relationships

with small business owners and franchisees in the automotive aftermarket. John

progressed through management at the Regional, Provincial, and National levels,

April 2006 182

attaining the Canadian Vice President’s position for an international MRO Distribution

Company.

Jack McGinnis was most recently president of a national Oil and Gas information

business. He was responsible for major consolidation in that market segment. He has

also been involved in a number of business startups.

Ian McMillan has had a long involvement in the business and investment community

within South Africa. He has held senior positions at some of the most highly respected

financial institutions within the country. As a result, his knowledge and understanding of

the economic and business environment in the country is a significant asset for

prospective FranNet clients. In Scotland, he joined a stock broking company there where

he spent the next seven years as an investment analyst. In 1989, Ian returned to South

Africa to continue his investment career. During this time, his responsibilities included

investment research and portfolio management. In 2000, set up a company called Invent

Africa, which offers specialist safaris throughout Southern and East Africa for both local

and international corporate and private clients.

Neil McMillan holds the position as president of FranNet USA of Los Angeles. Before

joining FranNet, Neil was Director of International Brand Marketing at Allied Domecq

QSR where he led the international strategic marketing efforts for Baskin-Robbins. He

launched new products, revitalized neglected classics and reestablished the Brand’s 2200

stores as the global ice cream destinations of choice. In his previous role as Director of

International Field Marketing for ADQSR, Neil managed the marketing and development

of more than 1500 Dunkin’ Donuts and Baskin-Robbins stores in Asia, Australia, the

Middle East and Africa. Launching new strategic initiatives despite the devastating Asian

economic crisis, Neil boosted sales by more than 20% in several markets. Earlier, Neil

had a distinguished career with Allied Domecq International Liqueurs, developing such

key brands as Kahlua, Tia Maria and Hiram Walker Liqueurs in the Pacific Rim and

Canada. Prior to this, he held brand and marketing management positions for Allied

Distillers Limited. During his career with Allied Domecq, Neil was instrumental in

setting two Guinness records for the world’s largest ice cream cake and ice cream scoop

pyramid. Furthermore, his work was recognized with numerous awards, including the

coveted Allied Domecq Gold Marketing Award for Excellence

Jim Mills has been in the franchise industry for over 20 years. In 1985 Jim joined

Domino’s Pizza, the “World’s Largest Pizza Delivery Company”, in Operations in

Baltimore, Maryland and later became a franchise owner in the 7,700+ unit international

chain. As a result of his success, he was asked to return to Domino’s to fill the position of

National Director of Store Development. In 2001 Jim left Domino’s and joined Service

Brands International the parent company of Molly Maid, Mr. Handyman, 1-800-

Dryclean, and Certified Restoration Drycleaning Network. He was also a partner in the

Mr. Handyman franchise in Columbus, Ohio. He is an associate with FRANNET in the

Colorado Springs and Ft. Collins, Colorado markets.

Charlie Mizejewski is a consultant with Franchise Network of N.J. He also conducts

seminars on franchising and business ownership. A Certified Public Accountant,

Mizejewski has over 20 years of experience as a financial executive at a Fortune 500

company. He is a member of the International Business Brokers Association.

April 2006 183

Gerald P. Moriarty’s twenty-six year business career includes twenty-three years as an

officer of Midas International Corporation, franchisor of the 2500 Midas Muffler and

Brake Shops in the USA, Canada, South America, Europe and Taiwan. Jerry served as

Regional Vice President, National Field Sales Manager, Vice President, Marketing

Administration, and Vice President, Quality. He also served two years as Vice President,

Quality, with Sears Mortgage Corporation, the sixth largest mortgage banker in the USA.

Jerry represents FranNet in the Chicago Metro and Wisconsin areas, the largest markets

in the Midwest.

Pat Moriarty has been an account manager for Novell, Inc. since April, 1999. Mr.

Moriarty became president of PGM Enterprises Inc. in March, 1997 and remains so to the

present. PGM Enterprises, Inc. owned Langenwalter Carpet Dyeing Franchise of Illinois

from March 1997 until March 1999. From March, 1995 until March 1999, Mr. Moriarty

was a Deployment Coordinator for Nabisco, Inc.

Harriet Moser career as a business owner began in 1980 by acquiring an independent

janitorial supply company. She quadrupled sales within a five-year period. Following that

successful venture Ms. Moser turned to commercial real estate as an owner/broker selling

over $8.0 million of investment grade commercial real estate over the next three years.

Her first franchised business venture was with Management Recruiters

International/Sales Consultants where her firm consistently ranked in the top 20% of

producers in that system of over 600 franchises. Harriet was 1st Mate/Chef on a charter

sailing yacht in the Caribbean for three years before joining the Florida headquarters of

the top company in the yacht charter industry. Ms. Moser’s next ownership venture was

upon relocating to Phoenix, Arizona as a franchisee of Nationwide Floor & Window

Covering. Beginning in her very first year, and continuing every year hence, her

franchise ranked in the top 20% of performers in that franchise system. Now she is as an

Associate Consultant with Franchise Resource Company, a member of the FranNet

Group.

Dick Munson has over 30 years of practical business experience with the Goodyear Tire

and Rubber Company, the last 7 years developing franchises for the eastern third of the

United States. Dick was responsible for all aspects of field operations pertaining to

franchising and business counseling. Prior to 1989 he was a district manager and

supervised retail stores in Minnesota and Ohio. Dick represents FranNet in the Cincinnati

and Northern Kentucky territory.

Mike Murray has a combination of executive management and franchise ownership

experience. He was Executive Vice-President for one of the country’s largest privately

held manufacturing companies and served on their Board of Directors. Subsequently, he

started The Murray Organization (TMO), a company that has successfully operated

several franchises. He is also a licensed real estate professional and is very

knowledgeable about business conditions in Central Florida.

Blair Nicol launched his business career in 1987 as an Area Franchisee for Mail Boxes,

Etc. (MBE). He and his family built the San Diego area to over 60 MBE franchises. In

1996, the Area Franchise was then sold back to MBE Global Headquarters, after

becoming one of the largest and most successful Area Franchises in Mail Boxes Etc.'s

history. Both franchises are ranked in the top 1% in annual sales. With his unparalleled

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experience in not only franchising, but also Mail Boxes Etc., Mail Boxes Etc. Global

Headquarters in 1997 asked Blair to join the global headquarters staff and become the

National Sales Manager for Non-Traditional Development and Special Projects. He is

now Franchise Network's associate for San Diego and Imperial counties.

Page Nicol joins FranNet with over 16 years of franchise sales, support and corporate

experience, along with a vast knowledge of small business development. In 1986 Page

began his career as a Commercial Real Estate agent. Shortly thereafter, he joined his

family as the San Diego Area Franchisee for Mail Boxes Etc. In the ten years of owning

the area franchise, Page helped develop the San Diego area into one of the largest MBE

territories consisting of 65 individually owned units. Two of these units are still owned

and managed by Page and his. Both stores are currently ranked in the top 1% of the

3,400 US MBE locations. Upon selling the MBE area franchise in 1996, Page joined

Your Office USA Intl. as Director of Sales. Your Office USA was latter sold whereupon

Page became a FranNet Associate between 1998 and 2000, operating in Southern

California. Since that time Page joined his family to develop a small commercial sign

business which was sold in 2002. After selling the sign business Page re-established his

franchise and small business consulting company, Business Performance Group, and re-

joined FranNet to assist his brother in developing San Diego area.

Gary Prenevost started his business career in 1980 in the banking industry. He left the

bank in 1987 to start his entrepreneurial career in his family’s business in Toronto. In

1991 he left the family business to enter the franchise industry. He joined The Canadian

Training and Development Group, Inc., (CTDG) which is one of Canada’s largest

training companies. While continuing to sell the business opportunity for CTDG, he

purchased his own CTDG Distributorship, where he specialized in helping entrepreneurs

grow their businesses through implementing management and sales development

strategies. In 1997 Gary and his wife took over the entire CTDG organization. He is

now Franchise Network's (FranNet) associate for Southern Ontario, Canada.

Meinhard Raether is one of the founding members of FranNet Europe. He is in charge

of the Bavaria South region, based in Augsburg and Munich. Meinhard has a successful

background as Marketing Manager for medium-sized companies with a focus on Budget

Controlling, Corporate Communications, Sales and Strategic Development. Working

with marketing agencies as a Senior Consultant he had Key Account responsibility for

major accounts such as Deutsche Bank, European Central Bank, Opel, Boehringer

Ingelheim, Wella and other reputable companies. Meinhard currently works also as a

freelance consultant with the Research and Sales division of a German commercial Real

Estates and Retailing company in Augsburg, Munich and Rosenheim.

Erich Riedel Erich Riedel is running FranNet in the Germany North region, working

with his partner, Renate Riedel, out of Hamburg. Before he joined FranNet he was

working as a Marketing and Sales Consultant in the Service and Investment Market for

small and medium sized businesses, in which he took over temporary General Manager

Positions, developed marketing and sales strategies for international companies to enter

the European market. Previous to this he was working as Senior VP of Marketing &

Sales for Philips in Central Europe and as General Manager for Johnson & Johnson

Vistakon in Germany. He started his carrier over 21 years ago with Kraft Foods, where

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he held various marketing and sales positions in Germany and the United States up to

position of a national sales director.

Renate Riedel Before he joined FranNet Renate she managed her own Montessori

Kinderhouse for 11 years. Previous to that, she was working for 20 years in various

Social and Educational Institutions, including Montessori Kinderhouses in Germany and

the United States.

Marshall Reddy background encompasses over 18 years in sales/marketing and

management. As an entrepreneur he has owned a number of successful businesses. In

1993 he opened his FranNet office in Jacksonville. Marshall is also associated with the

IFA, CFS, and the AAFD.

Greg Roquet has over 25 years of small business ownership, management, sales, and

marketing experience. He began his career as owner of two award winning Big O Tire

franchises in the San Francisco bay area. After 12 years of retail operation, Greg joined

the franchisor putting his entrepreneurial skills to work helping others in both

Operational and Franchise Development positions within the company. He has served as

Vice President of the Western Region, Vice President of the Southwest Region and Vice

President of Franchise Development for the company. Greg also served as on Officer of

Big O Tires Inc. and a Director of the Dealer’s Mutual Benefit Corporation for over 10

years. During his tenure as Vice President of Franchise Development Big O was opening

stores at the rate of over one store per week, including 30 new stores in California alone.

Greg is a member of the International Franchise Association and is a participant in the

Certified Franchise Executive Program.

Steven A. Rosen, Esq., is managing partner of Franchise Consultants of America, and an

attorney who has been involved in franchising for over 20 years. He served as General

Counsel of an international automotive franchise and has represented numerous other

existing and potential franchises. In addition, he was VP and General Counsel for

Safeguard Business Systems, a NYSE company. Later, he became President and COO of

a $100 million division of Safeguard. Before becoming involved with FCA, Mr. Rosen

was CEO of a direct marketer of computer products.

Terry Rost has 30 years experience in a high technology Fortune 500 company, 18 as a

senior financial executive, and 3 years as president of a highly successful land

development company. His educational background includes a BA in Economics from

Willamette University, an Oregon Executive MBA from the University of Oregon; 2

years with Mahler & Associates Executive Management Program, plus course work at

the Harvard Graduate School of Business. Terry’s FranNet headquarters is in Portland,

Oregon.

Steve Rychard is in a position to offer his clients a unique perspective of the franchise

purchase process having been on every side of a franchise organization with 20 years of

franchise experience. Steve and his wife Cindy, opened the first Maid Brigade franchise

in the Northwest in 1986. While maintaining his position as Branch Manager for a large

computer organization the Rychard franchise was National Franchisee of the Year in

1988. Steve left the computer industry to purchase the area development rights for Maid

Brigade, selling, supporting, and training other franchisees. In the first year he was Maid

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Brigade’s National Subfranchisor of the Year. Upon selling their franchise in 1990, Steve

went on to become Chairman of the National Ad Fund, and National Marketing Director

for Maid Brigade, pioneering their online presence and website scheduling. He is an

associate of FranNet in Western Washington.

Matthias Schroeter together with Howard Bassuk are the founding members of FranNet

Europe. Matthias Schroeter has been successfully running his own consulting company

MSM-C for the past 9 years in which he developed strategies and implementation plans

for CEO’s, Marketing and Sales Executives. Previous to this he held a number of

Executive positions himself e.g. as a Partner with Russell Reynolds Associates and as

General Manager Germany for the Rémy-Cointreau Group. As director in Grand

Metropolitan Retailing he was in charge of Marketing and Operations for their

foodservice brands in Central Europe. Previous to that he worked as Director Marketing

with Pepsi-Cola being in charge of Germany, Austria and Switzerland. Matthias started

his marketing and sales career 24 years ago at Procter & Gamble active in Europe and the

Middle East.

Nina Zike-Schroeter is running Germany's central region for FranNet together with

Matthias Schroeter. She is located in Frankfurt. Nina holds a partnership in MSM-C since

2003 and manages the segments Executive Search, Training and Coaching. Previous to

this she was very successful as Managing Director of the Search Company GmbH in

which she held a 50 % partnership. Functionally she was responsible for the direct search

of Managers and Executives. Her favorite business segments were small and medium

sized companies with focus on retailing and the automotive-industry. Nina started her

career 8 years ago with Germany’s leading Executive Search companies Ray &

Berndtson.

Vic Scimo has spent 25 years in the food, advertising, and marketing industry. He

worked for the Marriott Corporation for over 12 years and in 1987 was co-founder of a

multi-million dollar, Ivy Award Winner, Bon Appetit Management Company. Since

1994, Vic has been involved in various executive sales/marketing positions and has

owned several small businesses within California. Vic has the FranNet office for

Riverside and San Bernardino Counties in Southern California.

Saleem Shaikh has been a business broker since Dec. 1998. He has worked as seller as

well as buyers broker. Before venturing in the business brokerage he owned Hi-Tech

Printing & Publishing in Downers Grove, Illinois from 1986 to 1997. Prior to owning his

business Saleem worked for Allis Chalmers, General Motors and International Harvester(

Navistar) In industrial and Systems Engineering positions.

Rick Shampaine has been active in franchise development since 1984 in such diverse

industries as travel, home services, food, and consumer products. He has a J.D. degree, is

a member of the Missouri Bar Association, and the Big Brothers of America. Rick

operates the Central Florida FranNet office.

Lloyd Shears, President of FranNet Canada and a graduate of Dalhousie University,

began his career in franchising in 1980 with the purchase of a Second Cup franchise.

Over the following ten years, he opened owned and operated Eight Second Cup stores.

In 1990, he acquired the master franchise for Proshred Security for British Columbia, and

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in 1991 acquired the rights to California, Arizona, and Nevada. In 1992, he opened his

FranNet consulting office in Vancouver and heads the Canadian expansion. Conversant

with franchise regulations in Canada and the United States, he is a regular speaker at

Career Counseling Centers, business groups and organizations, and public seminars on

franchising. Retained by a number of franchisors for his expertise, he has Directorships

in several companies, and is the owner of a number of franchises.

Rudolf Spiess certified as the first FranNeter in Europe, is running FranNet Germany’s

region Bavaria North. He is located in Ansbach close to Nuremberg. His 25 years of

professional business experience with a dynamic mix of across countries and

management expertise make him an asset for FranNet Germany. For 10 years Rudi has

grown his own trading company, dealing with recycling material for paper and customers

across Europe. Before that Rudolf successfully managed as the CEO of a German

operation for an international entity engaged in municipal disposal and recycling matters.

He started his career with Arthur Anderson, a blue chip consulting and auditing firm,

working with customers of different sizes, businesses and legal entities. In the following

assignments Rudolf focused on the preparation, implementation and controlling of

strategic business plans in computer, communication and paper mill companies.

Mike Steely Mike Steely is the owner of FranNet of South Central U.S. Mike has been

involved in the business community of Arkansas and the surrounding states for almost 20

years. Most recently he served as a business development director for a Fortune 500

company in the Little Rock area and was responsible for marketing, new client

development and business start-ups. Mike has also served as the president of Steely

Business Brokers, a regional business brokerage company. Mike and his family are the

owners of two franchised businesses in the state within the education and business

services sectors and he has in-depth personal experiences in the acquisition and

operations of small businesses and franchises. Mike is also a Certified Public Account.

Mike is very active in chambers of commerce and other civic organizations in Arkansas

and offers franchise and business ownership training services through the Small Business

Development Centers (SBDC) and other Small Business Administration partners across

the state. He is an associate of FranNet in the South Central United States.

Ken Stein operated numerous drug stores and home health care companies on Long

Island for 18 years. In 1995, Mr. Stein sold his business to Revco Drug Stores, then the

second largest drug chain in the U.S. At the time of the sale, one of his stores was ranked

third in sales volume out of Revco's entire chain of 2,500 stores. He has achieved the

designation of Certified Business Intermediary (CBI), which is granted to professionals

who complete the stringent requirements of the International Business Brokers

Association (IBBA). Only approximately 350 business intermediaries in the U.S.

currently carry that coveted title. Even more notably, Mr. Stein is one of only 47 CBI's to

complete the rigorous requirements to attain the advanced designation of Master Merger

& Acquisition Intermediary (MMAI). This prestigious achievement is bestowed by The

M&A Source®, the world's largest international organization of experienced merger and

acquisition intermediaries representing the middle market.

Stacy Swift has over 17 years of small business ownership, management, sales and

marketing experience. She began her career in franchising as the owner of 2 Fantastic

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Sams hair salons, and she currently owns and operates The Franchise Centre in Denver.

At The Franchise Centre, Stacy was closely mentored by Denver-based franchise

attorney Perry Nissler, specializing in all phases of franchise development and

consulting, until his retirement in November of 2000. Stacy’s main focus is operating the

Rocky Mountain office for Franchise Network (FranNet) covering Colorado, Wyoming

and Montana. In addition, Stacy is the owner of a handyman referral service franchise in

Douglas County, Colorado.

Tom Thompson has over 30 years of practical business experience. After working with

3M Company in marketing, he became Mid-Atlantic Director for Leasco Computer

Company. He later founded North American Capital Corp., a computer leasing company.

During the 1980s, Mr. Thompson was President of Maryland Building Services and is

presently responsible for the Mid-Atlantic area for Franchise Network.

Jennifer Tran-Reno. Along with her father, John W. Jones, Jennifer Tran-Reno

operates FranNet, Alabama, LLC. She has a varied business background, but has had

particular focus on sales and sales management. Jennifer was a co-owner and operator of

two Deck the Walls franchises in Houston. She has held sales or management positions

with Helzburg Jewelers, Parisian Dept. Stores and Bath & Body Works.

John Tubridy has over 25 years in business as a general manager with primary

experience in business development, sales and marketing, and project management.

John’s previous was Vice President of Business Development for Lee Hecht Harrison, an

International Career Services Company. John owns and operates Franchise Network of

Pittsburgh and is well connected in the business community through several of the

Pittsburgh Area Chamber of Commerce’s and Pittsburgh Champions and is active as a

Board Member on a few local Pittsburgh organizations. John is a FranNet associate in

Western Pennsylvania and Northern West Virginia.

Bob Windelspecht is president of FranNet of Alabama, with over 30 years of executive

management experience. Most recently, Bob served as Executive Vice President, Chief

Accounting Officer and Controller, for AmSouth Bancorporation, a $40 billion regional

bank holding company headquartered in Birmingham, Alabama. Prior to joining

AmSouth, Bob held senior management positions with KeyCorp, an $85 billion bank

holding company located in Cleveland, Ohio. Transitioning to the banking industry from

public accounting, Bob spent 12 years with Ernst & Young in Albany, New York, where

he became Senior Manager. Bob currently serves as a member of Siena’s Advisory

Board of Trustees. He is a Certified Public Accountant and a member of the American

Institute of Certified Public Accountants.

Pat Windelspecht brings over 20 years of career and business development expertise to

individuals seeking franchise business opportunities. After serving as the human

resource professional responsible for an eight-state region of a major national retailer, Pat

started an outplacement firm serving clients throughout the Northeast. Windelspecht

Associates' clients represented diverse industries on an international, national and

regional basis. As an active member of the Association of Outplacement Firms (AOCF),

Pat joined other firm owners in founding the International Association of Career

Management Professionals (IACMP), now the Association of Career Professionals

(ACP).

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With a BS and MS from the College of Saint Rose, Pat has written articles and made

presentations to business, academic, and community groups on diverse career and

business startup topics. Additionally, Pat has served on Chamber of Commerce and

University level Small Business Councils charged with assisting new businesses and

identifying best business practices.

Robert Yancy served for 10 years as President and CEO of ZEBRA Corp., a

manufacturer of industrial paints and coatings; he was a partner in Park Space, an airport

shuttle parking facility in Atlanta; and he has owned and managed residential rental

properties. Included among his publications are a series of articles for Atlanta Journal and

Constitution, entitled “Managing Success,” and a book entitled Federal Government

Policy and Black Business Enterprise. He has been recognized for his contributions to the

business and education professions and his biographical sketch appears in a number of

reference publications including; “Who’s Who in Finance and Industry in America,”

“Outstanding Young Man in America,” “Who’s Who in the South and Southwest,” the

“International Directory of Distinguished Leadership,” “Black Georgian of the Year in

Business,” “Pioneer Businessman of the Year’,” and “Living Legends in Black.” Dr.

Yancy holds membership in the Leadership Cobb Alumni Association, Leadership Atlanta

Alumni Association, Society of International Business Fellows, 100 Black Men of

Atlanta, and The Academy of Management.

Joan Young has been a speaker at the National American Women in Business annual

meeting, teaches franchising at Santa Clara University and West Valley College, has

been featured on Peter Jennings Nightly News, and has owned two franchises. She was

Director of Franchise Sales for TV Scene, Area Vice President of Snelling and Snelling,

and Vice President of Franchise Sales for Oasis Laundries. Joan operates the San Jose,

California, FranNet office.

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