Franchise Disclosure Document Pfg Ventures, L.P

FRANCHISE DISCLOSURE DOCUMENT

PFG VENTURES, L.P. An Ohio Limited Partnership 8800 E. Pleasant Valley Road Cleveland, Ohio 44131 800-825-1525 [email protected] www.proforma.com

We offer Franchises for the operation of businesses specializing in the sale and distribution of printed business products and services, including business forms, commercial printing, specialty advertising items and related business supplies. The total investment necessary to begin operation of a Proforma franchise is from $4,730 to $38,695. This includes a $19,500 fee for a Start-Up Franchise, which fee must be paid to the franchisor or to its affiliate. This disclosure document summarizes certain provisions of your franchise agreement and other information in plain English. Read this disclosure document and all accompanying agreements carefully. You must receive the disclosure document at least 14 calendar-days before you sign a binding agreement with, or make any payment to, the franchisor or an affiliate in connection with the proposed franchise sale or grant. Note, however, that no governmental agency has verified the information contained in this document. The terms of your contract will govern your franchise relationship. Don’t rely on the disclosure document alone to understand your contract. Read all of your contract carefully. Show your contract and this disclosure document to an advisor, like a lawyer or accountant. Buying a franchise is a complex investment. The information in this disclosure document can help you make up your mind. More information on franchising, such as “A Consumer’s Guide to Buying a Franchise,” which can help you understand how to use this disclosure document is available from the Federal Trade Commission. You can contact the FTC at 1-877-FTC-HELP or by writing to the FTC at 600 Pennsylvania Avenue, NW, Washington, D.C. 20580. You can also visit the FTC’s home page at www.ftc.gov for additional information. Call your state agency or visit your public library for other sources of information on franchising. There may also be laws on franchising in your state. Ask your state agencies about them.

Issuance Date: May 13, 2009

STATE COVER PAGE

Your state may have a franchise law that requires a franchisor to register or file with a state franchise administrator before offering or selling in your state. REGISTRATION OF A FRANCHISE BY A STATE DOES NOT MEAN THAT THE STATE RECOMMENDS THE FRANCHISE OR HAS VERIFIED THE INFORMATION IN THIS DISCLOSURE DOCUMENT.

Call the state franchise administrator listed in Exhibit F for information about the franchisor or about franchising in your state.

MANY FRANCHISE AGREEMENTS DO NOT ALLOW YOU TO RENEW UNCONDITIONALLY AFTER THE INITIAL TERM EXPIRES. YOU MAY HAVE TO SIGN A NEW AGREEMENT WITH DIFFERENT TERMS AND CONDITIONS IN ORDER TO CONTINUE TO OPERATE YOUR BUSINESS. BEFORE YOU BUY, CONSIDER WHAT RIGHTS YOU HAVE TO RENEW YOUR FRANCHISE, IF ANY, AND WHAT TERMS YOU MIGHT HAVE TO ACCEPT IN ORDER TO RENEW.

Please consider the following RISK FACTORS before you buy this franchise: THE FRANCHISE AGREEMENT REQUIRES YOU TO RESOLVE DISPUTES WITH US BY LITIGATION ONLY IN OHIO. OUT-OF-STATE LITIGATION MAY FORCE YOU TO ACCEPT A LESS FAVORABLE SETTLEMENT FOR DISPUTES. IT MAY ALSO COST YOU MORE TO LITIGATE WITH US IN OHIO THAN IN YOUR OWN STATE.

THERE MAY BE OTHER RISKS CONCERNING THIS FRANCHISE.

We use the services of one or more FRANCHISE BROKERS or referral sources to assist us in selling our franchise. A franchise broker or referral source represents us, not you. We pay this person a fee for selling our franchise or referring you to us. You should be sure to do your own investigation of the franchise.

Effective Date: See the next page for state effective dates.

STATE EFFECTIVE DATES

The following states require that the Franchise Disclosure Document be registered or filed with the state, or be exempt from registration: California, Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota, New York, North Dakota, Rhode Island, South Dakota, Virginia, Washington and Wisconsin.

This Franchise Disclosure Document is registered, on file or exempt from registration in the following states having franchise registration and disclosure laws, with the following effective dates:

California 04/15/09; as amended 05/21/09

Hawaii 04/07/09; as amended 05/26/09

Illinois 04/06/09; as amended 05/18/09

Indiana 04/09/09; as amended 05/13/09

Maryland 06/09/09

Michigan 04/07/09; as amended 05/13/09

Minnesota 04/15/09; as amended 05/19/09

New York 05/01/09; as amended 06/26/09

North Dakota 05/11/09; as amended 07/08/09

Rhode Island 06/18/09

South Dakota 04/13/09; as amended 05/13/09

Virginia 05/15/09; as amended 05/29/09

Washington 04/24/09; as amended 05/18/09

Wisconsin 04/06/09; as amended 05/18/09

In all other states, the effective date of this Franchise Disclosure Document is the issuance date of May 13, 2009.

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TABLE OF CONTENTS

1. THE FRANCHISOR AND ANY PARENTS, PREDECESSORS, AND AFFILIATES 1 2. BUSINESS EXPERIENCE 3 3. LITIGATION 4 4. BANKRUPTCY 6 5. INITIAL FEES 6 6. OTHER FEES 7 7. ESTIMATED INITIAL INVESTMENT 11 8. RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES 13 9. FRANCHISEE’S OBLIGATIONS 16 10. FINANCING 17 11. FRANCHISOR’S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS, AND TRAINING 19 12. TERRITORY 33 13. TRADEMARKS 34 14. PATENTS, COPYRIGHTS, AND PROPRIETARY INFORMATION 36 15. OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THE FRANCHISE BUSINESS 36 16. RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL 36 17. RENEWAL, TERMINATION, TRANSFER, AND DISPUTE RESOLUTION 37 18. PUBLIC FIGURES 44 19. FINANCIAL PERFORMANCE REPRESENTATIONS 44 20. OUTLETS AND FRANCHISEE INFORMATION 54 21. FINANCIAL STATEMENTS 61 22. CONTRACTS 61 23. RECEIPTS 61

EXHIBITS

A. STANDARD FRANCHISE AGREEMENT FOR A PROFORMA FRANCHISED BUSINESS (INCLUDING STATE-SPECIFIC ADDENDA TO FRANCHISE AGREEMENT FOR THE STATES OF CALIFORNIA, ILLINOIS, INDIANA, MINNESOTA, NORTH DAKOTA AND WASHINGTON) B-1. AUDITED FINANCIAL STATEMENT FOR THE CALENDAR YEARS ENDING DECEMBER 31, 2008 AND 2007. B-2. AUDITED FINANCIAL STATEMENT FOR THE CALENDAR YEARS ENDING DECEMBER 31, 2007 AND 2006. C. LIST OF FRANCHISE OWNERS CURRENTLY IN OPERATION D. RECEIVABLES AND SECURITY AGREEMENT E. SOFTWARE LICENSE AND SUPPORT AGREEMENT F. LIST OF STATE FRANCHISE LAW ADMINISTRATORS/AGENTS TO RECEIVE SERVICE OF PROCESS G. LITIGATION INVOLVING FREDERICK DELUCA AND PETER BUCK H. BROKERS I. GUARANTEES OF PERFORMANCE BY PFG PROPERTIES LTD. OF PFG VENTURES, L.P.

1. THE FRANCHISOR AND ANY PARENTS, PREDECESSORS, AND AFFILIATES

To simplify the language in this disclosure document, “we” or “us” means PFG Ventures, L.P., the franchisor. “You” means the individual, corporation or partnership who buys the franchise. If the franchisee will operate through a corporation or partnership, “you” also includes the franchisee’s owners or partners. Our principal business address is 8800 E. Pleasant Valley Road, Cleveland, Ohio 44131 and our telephone number is 800-825-1525. Our affiliates include our general partners and parents, Proforma, Inc. (“Proforma, Inc.”) and ProVenture, Inc. (“ProVenture”), which own and control us. Proforma, Inc. is also our predecessor. Proforma, Inc. is an Ohio corporation incorporated on May 12, 1981. The principal business address of Proforma, Inc. is 8800 E. Pleasant Valley Road, Cleveland, Ohio 44131 and its telephone number is 800-825-1525. ProVenture is a Florida corporation incorporated on November 15, 1993. The principal business address of ProVenture is 336 Bic Drive, Milford, CT 06460 and its telephone number is 800-888-4848. We have no other affiliates. The principal business addresses of our agents for service of process are shown on Exhibit F. We conduct business under the name “PFG Ventures, L.P.,” “PFG Ventures,” “PFG Ventures, L.P. d/b/a Proforma,” “PFG Ventures, L.P. dba Proforma,” and “Proforma.” We are an Ohio limited partnership organized on December 30, 1999, that previously operated as an Ohio joint venture partnership from December 3, 1993 until December 30, 1999. References to “we” include both the joint venture and the limited partnership. We have not operated any Proforma franchises. We offer franchises for the operation of businesses specializing in the sale and distribution of printed business products and services, including business forms, commercial printing, specialty advertising items and related business supplies. We have no other business activities. Your business will operate a Proforma franchise offering the sale and distribution of printed business products and services, including business forms, commercial printing, specialty advertising items and related business supplies in primarily a business-to-business atmosphere. Additionally, you will operate a business using the PROFORMA service marks, associated logos and symbols (“Licensed Marks”). (In the remainder of this disclosure document when we refer to “you,” we will assume that you are a Franchisee. “You” or “Franchise Owner” refers to your partners, shareholders and any other persons or entities directly or indirectly awarded a Proforma Franchise or owning an interest in your Proforma Franchised Business.) We will license you to use our trade name, Proforma®, our Licensed Marks and business systems (the “Proforma System”) for the operation of a business specializing in the sale and distribution of business products and services, including business forms, commercial printing, specialty advertising items, and related business supplies (“Franchised Business”). You will find details of the Proforma System in our Confidential Operations Manual (“Manual”) which we will lend to you for your use throughout the term of the Franchise. Because the scope of products and services desired by Proforma customers changes over time, we may modify the Proforma System and the nature and extent of products and services which you may offer under the Licensed Marks. You may operate your Franchised Business from your home. However, you may purchase or lease a commercial establishment for the business. We will call the place from which you operate your Franchised Business your “Premises.” The Proforma System includes accounting methods, advertising, marketing and promotional techniques, preferential vendor relationships, volume purchasing power, account acquisition programs, customer appointment setting programs, personnel recruiting, training and other matters related to the maintenance of uniform quality

standards and to the efficient operation and supervision of businesses operated under the Proforma System. To the extent that we authorize it, the Proforma System includes the right to offer and sell products and services on the Internet. You may only offer products or services which we approve (“Products and Services”). A major benefit of the Proforma System is that we invoice your customers, pay your vendors, including us, from amounts we collect from customers on your behalf, assist in the identification of vendors who can fill your customers’ needs, provide you reports, and perform certain other bookkeeping and record keeping functions on your behalf. The market for your services consists of businesses and other organized groups seeking to increase its marketing, advertising, and otherwise brand awareness in the marketplace. The market is very well developed and highly competitive. You will compete with other national, regional and local distributors and manufacturers of printed business products and services, including business forms, commercial printing, specialty advertising items and related business supplies. Your ability to compete in this market will depend in large part on your personal capabilities as a business person, general economic conditions, geographical area and competitive factors. Your affiliation with the Proforma System will not guarantee you a successful or profitable business operation. Proforma, Inc., our predecessor, conducted a business similar to the businesses we are offering to franchise from 1978 to 1995. They also granted franchises similar to those offered in this disclosure document from 1985 through January 1994. We never offered franchises in any other line of business. Although ProVenture has never offered franchises or sold items to our Franchise owners, its shareholders, Dr. Peter Buck and Mr. Frederick DeLuca, are the founders of Doctor’s Associates Inc. (“DIA”), the franchisor of the SUBWAY® restaurant system. We disclose the following companies that now offer or have offered franchises as DAI’s affiliates because Dr. Peter Buck and Mr. Frederick DeLuca, the founders of DAI, invested in them, directly or indirectly: Cajun Joe’s Development Corp., which formerly offered franchises for restaurants featuring fried and roasted chicken; Bajio Mexican Grill, a Delaware limited liability company, formed on June 24, 2005, that sells franchises for Mexican and Southwestern cuisine style restaurants in the United States under the trade name and service mark BAJIO™; and MD Pizza, LLC, a Delaware limited liability company, formed on December 7, 2006, that establishes and operates restaurants featuring specialty pizzas, breadsticks, and chicken wings under the trade name and service mark MAMA DELUCA’S®. Other than Proforma, Inc., we have no affiliates who offered franchises of any kind. Although Mr. DeLuca and Dr. Buck are investors in ProVenture, and indirectly in us, ProVenture delegated to Proforma full responsibility concerning the operation of our business relating to offering franchises and servicing you. Mr. DeLuca and Dr. Buck have no role in the management of our franchising activities. Proforma will consider any advice offered by Mr. DeLuca and Dr. Buck; however, they have no duty to advise us in any way. Also, neither Proforma, Inc. nor we have any duty to follow their advice if it is offered. Thus, you should not rely upon Dr. Buck’s or Mr. DeLuca’s involvement with us as a factor to consider when deciding whether to become a Proforma Franchise Owner. Your Franchised Business will be subject to the same laws that apply to businesses generally. We are unaware of any laws or regulations that apply specifically to the operation of a Proforma Franchised Business. If you intend to operate your business from your home, we suggest you determine whether any zoning laws may restrict your right to do so.

2. BUSINESS EXPERIENCE

Founder & Co-Chief Executive Officer : Gregory P. Muzzillo PFG Ventures, L.P., Cleveland, Ohio, 2001 – present. Mr. Muzzillo has worked from his home office near Detroit, Michigan during the last five years.

Co-Chief Executive Officer: Vera Muzzillo PFG Ventures, L.P., Cleveland, Ohio, 2001-Present. Ms. Muzzillo has worked from her home office near Detroit, Michigan during the last five years.

President & Chief Operating Officer: Brian F. Smith PFG Ventures, L.P., Cleveland, Ohio, 2005 – Present; PFG Ventures, L.P., Cleveland, Ohio, Chief Operating Officer, 1999-2005; Mr. Smith worked in Cleveland, Ohio during the last five years.

Chief Technology Officer: Kevin L. Ameche PFG Ventures, L.P., Cleveland, Ohio, 2005 – Present; Wolcott Systems Group, Fairlawn, Ohio, Director of Business Development, 2001-2005; Mr. Ameche worked in Fairlawn and Cleveland, Ohio during the last five years.

Chief Marketing Officer: Deanna L. Castello PFG Ventures, L.P., Cleveland, Ohio, 2009 – Present; PFG Ventures, L.P., Cleveland, Ohio, Director of Marketing Services, 2005 – 2009; Press of Ohio, Brimfield, Ohio, Director of Marketing, 2005; PFG Ventures, L.P., Cleveland, Ohio, Manager of Marketing Services, 2003–2005; Ms. Castello worked in Cleveland during the last five years.

Vice President of Business Development and Regional Success Coach: Frank A. Ciraci PFG Ventures, L.P., Cleveland, Ohio, 2006 – Present; PFG Ventures, L.P., Cleveland, Ohio, Vice President of Strategic Supplier Relations, 2006 - 2007; PFG Ventures, L.P., Cleveland, Ohio, Vice President of Purchasing, 2006; General Motors Corporation, Warren, Michigan, Commodity Manager, Global Purchasing & Supply Chain, 2005-2006; General Motors Corporation, Warren, Michigan, Global Business Process Manager, WorldWide Purchasing, 2001-2005. Mr. Ciraci worked in Warren, Michigan during the last five years.

Chief Financial Officer: Jeffrey L. Elliott PFG Ventures, L.P., Cleveland, Ohio, 2005 – Present; PFG Ventures, L.P., Cleveland, Ohio, Director of Finance, 2004–2005; PFG Ventures, L.P., Cleveland, Ohio, Controller, 2002–2004; Mr. Elliott worked in Cleveland the last five years.

Chief Credit and Administrative Officer: Robert P. Kimble PFG Ventures, L.P., Cleveland, Ohio, 2006 – Present; PFG Ventures, L.P., Cleveland, Ohio, Credit Manager, 2001- 2005; Mr. Kimble worked in Cleveland, Ohio during the last five years.

General Counsel: Douglas A. Kordel PFG Ventures, L.P., Cleveland, Ohio 2003 – Present; Mr. Kordel worked in Cleveland, Ohio the last five years.

Chief Business Development Officer, North American Major Accounts: Gregory W. McCurley PFG Ventures, L.P., Cleveland, Ohio, 2005 - Present; PFG Ventures, L.P., Cleveland, Ohio, Chief Business Development Officer, 2004-2005; Standard Register, Nashville, Tennessee, Regional Sales Manager, 2000-2004; Mr. McCurley worked in Cleveland, Ohio and Nashville, Tennessee during the last five years.

Chief Vendor Development Officer: Nancy K. Ross PFG Ventures, L.P., Cleveland, Ohio, 2009 – Present; PFG Ventures, L.P., Cleveland, Ohio, Director of Vendor Development, 2005 – 2009; PFG Ventures, L.P., Cleveland, Ohio, Manager of Vendor Development, 1998–2005; Ms. Ross worked in Cleveland the last five years.

REGIONAL SUCCESS COACHES In certain areas, we have contracted with one or more regional success coaches to assist us in recruiting and providing support services to our Franchise Owners. For their services rendered to us, they receive compensation based upon the fees we collect from Franchise Owners.

Lollipop Solutions, Inc. d/b/a Proforma Universal Sales Associates

Robert Newth; Lollipop Solutions, Inc., Overland Park, KS; President and Sole Shareholder, 2002 - Present. Mr. Newth worked in Overland Park, KS the last five years. Lollipop Solutions, Inc. d/b/a Proforma Universal Sales Associates (“Lollipop”) is a Kansas corporation located at 6240 W. 135th Street, Suite 200, Overland Park, KS 66223, (913) 647-5253. Lollipop is authorized by us to recruit and provide continued assistance to its Franchise Owners in the start-up and operation of their businesses.

We pay a referral fee to each Franchise Owner, employee or PLP (see Item 8) who refers a person to us who acquires a franchise. Additionally, if a Franchise Owner, employee or PLP refers two or more people in a calendar year who acquire franchises, they may qualify for a prize to be determined by us. Our current referral fee structure is outlined below. We may change or cancel this program at any time.

Number Of Referrals That Acquire A Franchise Referral Fee Within A Calendar Year 1 $3,500 2 $5,000 3 and each additional referral thereafter $7,500

3. LITIGATION

Except for the actions described below, there is no litigation that must be disclosed in this disclosure document.

Pending Actions

PFG Ventures, L.P. DBA Proforma vs. PMG Partners, et al, (Court of Common Pleas, Cuyahoga County, Ohio, Case No. CV-08-651234, Filed February 19, 2008).

In February 2008, we filed a complaint against a former franchisee, PMG Partners, LLC, and its owners and guarantors, David Hyman and Patricia Wiley-Hyman, for a balance due and owing totaling approximately $78,000, together with damages, interest, costs and attorneys fees. Relief is being sought for breach of contract, unjust enrichment, conversion, tortious interference with business relations, and negligent misrepresentation. In April 2008, the defendants counterclaimed against us alleging breach of contract and the covenant of good faith and fair dealing, negligence, unconscionable franchise agreements, unjust enrichment, violations of the Florida Franchise Act, Fla Stat. § 817.416 (misrepresentation in the sale or establishment of a franchise), violations of the Florida Deceptive and Unfair Trade Practices Act §§ 501.201 et. seq (unfair methods of competition, unconscionable acts or practices, and unfair or deceptive acts or practices in the conduct of any trade or commerce), and the Florida Sale of Business Opportunity Act § 559.80, et. seq. The defendants are seeking a jury trial and judgment in excess of $25,000 for each count, together with damages, interest, costs, expenses, disbursements and attorneys’ fees. The case is still pending.

Kristin L. Hollis vs. Paul’s Advertising, Inc. DBA Proforma Promotional Group, Thomas VanRens and PFG Ventures, LP, (State of Wisconsin, Circuit Court of Waukesha County, Case No. 08-CV-04647, Filed December 29, 2008).

In December, 2008, plaintiff brought suit against her employer and our former franchisee, Paul’s Advertising, Inc. DBA Proforma Promotional Group, and its owner, Thomas VanRens, along with PFG Ventures, L.P. as franchisor. Plaintiff alleges breach of contract against Paul’s Advertising and VanRens for unpaid commissions exceeding $75,000, promissory estoppel, statutory wage claim in violation of §§ 109.013, 109.11(2)(a) and (3), and 109.03(6) against Paul’s Advertising and VanRens; and for conversion, civil theft under Wis. Stat. § 895.446, conspiracy, unjust enrichment, breach of constructive trust, and for an accounting against all defendants; and piercing the corporate veil against VanRens. Plaintiff sought a jury trial and damages, attorneys fees, interest and costs. Plaintiff also brought a motion for temporary injunction enjoining the defendants from making any payment or disposing of any asset or property until a bond sufficient to cover a judgment has been posted. In January, 2009, the court denied plaintiff's motion for temporary injunction as to PFG Ventures and Thomas VanRens, and granted plaintiff's motion for temporary injunction as to Paul's Advertising. Inc. Default judgment was taken against Defendant Paul's Advertising, Inc. D/B/A Proforma Promotional Group on February18, 2009 in the sum of $75,000, plus increased wages of 50% in the amount of $37,500, plus costs and interest. On January 26, 2009, Thomas VanRens filed a Chapter 7 Bankruptcy Case (In the United States Bankruptcy Court, Eastern District of Wisconsin, Case No. 09- 20800-pp) naming Kristine Hollis and PFG Ventures, L.P. as creditors. On February 26, 2009, Paul’s Advertising, Inc. DBA Proforma Promotional Group also filed a Chapter 7 Bankruptcy Case (In the United States Bankruptcy Court, Eastern District of Wisconsin, Case No. 09-22255-svk) naming Kristine Hollis and PFG Ventures, L.P. as creditors. All three cases are still pending.

Litigation Against Franchisees Commenced in the Past Fiscal Year

Case Information: Reason for Litigation: PFG Ventures, L.P. vs. Walter S. King et al., Court of Common Pleas, Cuyahoga 1, 2 County, Ohio, Case No. CV-08-680740. Filed December 31, 2008. PFG Ventures, LP vs. Brandon Cruz Wyman, et al., Court of Common Pleas, 1 Cuyahoga County, Ohio, Case No. CV-08-648024. Filed January 22, 2008. PFG Ventures, L.P. DBA Proforma vs. Chad L. Curtis, et al, Court of Common Pleas, 1 Cuyahoga County, Ohio, Case No. CV-08-667757, Filed August 13, 2008. PFG Ventures, L.P. DBA Proforma vs. William Steve Robinson, Court of Common 1 Pleas, Cuyahoga County, Ohio, Case No. CV-08-670471, Filed September 15, 2008.

Reason for Litigation Key Code: 1: Collection of monies due and owing PFG Ventures, L.P. 2: Enforcement of non-solicitation provision contained in the franchise agreement.

As noted in Item 1, neither Dr. Peter Buck nor Mr. Frederick DeLuca is an officer, director, general partner, or an employee of ours. They are investors in ProVenture, Inc., a general partner with Proforma, Inc. They were personally sued because of their involvement with other franchisors. Although we are not required to disclose this, we have elected to detail their relevant litigation experience in Exhibit G. Other than these actions, no litigation is required to be disclosed in this Item.

4. BANKRUPTCY No bankruptcies are required to be disclosed in this franchise disclosure document.

5. INITIAL FEES If you meet our qualifications as a Start-Up Franchise Owner, you must pay us an initial franchise fee of $19,500 no later than the day before you begin our initial training program. Start-Up Franchise Owners have a business background in industries other than business forms, commercial printing and/or specialty advertising. For those with relevant industry experience (defined below) or those who qualify as a conversion franchise (defined below), the initial franchise fee for a Proforma Franchise is waived. Relevant Industry Experience and Conversion Franchise Owners are more fully described below. Start-Up Franchise Owners may receive a refund of their initial franchise fees if during the 15-month period after the Effective Date of the Franchise Agreement, we have collected sales amounts from their customers: Collected Sales Exceeding Refund Amount $100,000 $6,500 $200,000 $13,000 $300,000 $19,500

No part of the initial fee is refundable, except as is described above. Any refund shall be payable after the fifteen-month (15) period. The refunds are not prorated. Below are examples of how the refund applies: Example #1: After the 15-month period from the Effective Date from the Agreement, if you had Collected Sales of $90,000, then your refund would be $0. Example #2: After the 15-month period from the Effective Date from the Agreement, if you had Collected Sales of $165,000, then your refund would be $6,500. Example #3: After the 15-month period from the Effective Date from the Agreement, if you had Collected Sales of $290,000, then your refund would be $13,000. Example #4: After the 15-month period from the Effective Date from the Agreement, if you had Collected Sales of $400,000, then your refund would be $19,500. Relevant Industry Experience You have “Relevant Industry Experience” and your initial franchise fee for a Proforma Franchise will be waived if: (a) in your role as a representative or employee of a company which primarily sold business forms, commercial printing and/or specialty advertising during the 12 consecutive months before you sign an Agreement, you can prove that you sold at least $300,000 of those products; or (b) you were in a role as a sales representative, sales employee, or direct sales support employee of a company that primarily sold business forms, commercial printing and/or specialty advertising for at least three years within the previous five years.

Conversion Franchise Owner You are a “Conversion Franchise Owner” and your initial franchise fee for a Proforma Franchise will be waived if you have a controlling interest in an existing business that primarily sells business forms, commercial printing and/or specialty advertising that has been in operation for at least 12 consecutive months before signing an Agreement, and you can prove that sales of those products during that period were at least $300,000 according to the company’s most recent tax return or financial statement. The initial franchise fee does not apply to current Franchise Owners who are renewing their Agreement during this time period.

6. OTHER FEES

(1) (2) (3) (4) TYPE OF FEE AMOUNT DUE DATE REMARKS Service Fee (Notes 1) 6% - 8% The earlier of (i) when We retain fees from amounts we collect for you. collected from Customer, or (ii) 120 days from the customer invoice date Marketing Fund .5% - 1% The earlier of (i) when We retain fees from amounts we collect for you. (Notes 1, 2) collected from Customer, or (ii) 120 days from the customer invoice date Communication and $100.00 per month 25th of the month The voice message box is accessed through an Technology Support “800” line hook-up, voice mail, E-mail usage and (Note 5) ProOfficeSM incremental support. Supplier Rebates, 100% of Amount Due on receipt You must pay to the Marketing Fund all Commissions & Received allowances, payments and other consideration you Consideration receive from suppliers or others for cooperative marketing, services or warranties. Insurance Costs (Note 3) $300-$1,000 Prior to the Comprehensive general liability coverage for your per year commencement of Franchised Business. The insurance coverage must your Franchised have a minimum of $500,000 general liability and Business list “PFG Ventures, L.P., 8800 East Pleasant Valley Road, Cleveland, OH 44131” as an additional insured. Also, workers’ compensation, Employer’s liability, content coverage, general casualty loss and business interruption, if required, per our standards in the Manual.

(1) (2) (3) (4) TYPE OF FEE AMOUNT DUE DATE REMARKS Interest on Late Payments 15% per annum 5 days after missing If 15% exceeds top lawful rate, we will charge the any payment highest rate permitted by law. Long Distance Payments Our cost of 10th of the month To be charged at our discretion. making/receiving calls on your behalf Payments to Third Parties Cost of products 35-45 days after We invoice your customers, pay your suppliers, (Note 4) you order manufacturer’s invoice including us, with collections from customers, and date remit the balance to you.

Supplemental Training Cost of meals and 30 days after training Cost of meals and additional training materials Fee additional training during the training week for each attendee. materials Miscellaneous Fees: 10% of the vendor When payment is Due when you pay more than $500 directly to a Direct Vendor Payment invoice amount or made vendor without our prior approval. Charge a minimum of $100 Payment Conversion Fee 3 times amount you Upon our demand If you collect from a customer any payments which collect the Agreement requires to be paid directly to us, and if you fail to immediately notify us and forward the payment to us on demand, you must pay us triple the gross amount you collected. Account Acquisition Fee An amount equal to After you notify us See Item 17.d. for details. Not applicable if you (Note 6) 24 times the and before termination and your guarantors agree for one (1) year to cease average monthly is effective selling products and/or services (to your former service fee you customers) that are the same or similar to products owed us during the and/or services we offer, and if you sign a general 24 months before release. If this is a Renewal Agreement, only those the Termination customers identified on your original Schedule 1 of Date. your initial franchise agreement shall be included on the Renewal Agreement’s Schedule 1. Except as may be otherwise specified above, we impose all the fees in this table and you pay the fees to us. These fees, recurring fees, and assessments are non-refundable. The chart is only a summary. The Agreement contains a detailed explanation of your rights and duties.

NOTES:

(1) Stated fees are percentages of your Gross Volume of Business. “Gross Volume of Business” means the gross amount of all billings made by, on behalf of, or through the Franchised Business, or in connection with the Licensed Marks, regardless of whether the sales or billings were performed in compliance with the Agreement.

The Gross Volume of Business excludes only shipping costs, sales taxes or similar taxes that by law you must collect. Below is a schedule of the monthly service and marketing fees you will pay us.

Monthly Sales Amount Service Fee Marketing Fee Total Collected $0-$50,000 8.00% 1.00% 9.00% $50,001-$100,000 7.00% 0.75% 7.75% $100,001+ 6.00% 0.50% 6.50%

The Total Service Fee paid to us is based on a weighted averaged determined by the Monthly Sales Amount Collected. Example #1: Monthly Sales Amount Collected is $40,000.00* Sales Volume Collected Service Fee Marketing Fee Total Service Fee Paid $0-$50,000 8.00% 1.00% 9.00% $3,600 (9% x $40,000) $50,001-$100,000 7.00% 0.75% 7.75% $0 $100,001+ 6.00% 0.50% 6.50% $0 Weighted Average of Total Service Fee: 9.00% $3,600 (total fees on $40,000)

Example #2: Monthly Sales Amount Collected is $80,000.00* Sales Volume Collected Service Fee Marketing Fee Total Service Fee Paid $0-$50,000 8.00% 1.00% 9.00% $4,500 (9% x $50,000) $50,001-$100,000 7.00% 0.75% 7.75% $2,325 (7.75% x $30,000) $100,001+ 6.00% 0.50% 6.50% $0 Weighted Average of Total Service Fee: 8.57% $6,825 (total fees on $80,000)

Example #3: Monthly Sales Amount Collected is $180,000.00* Sales Volume Collected Service Fee Marketing Fee Total Service Fee Paid $0-$50,000 8.00% 1.00% 9.00% $4,500 (9% x $50,000) $50,001-$100,000 7.00% 0.75% 7.75% $3,875 (7.75% x $50,000) $100,001+ 6.00% 0.50% 6.50% $5,200 (6.5% x $80,000) Weighted Average of Total Service Fee: 7.68% $13,575 (total fees on $180,000)

* The above examples are for illustrative purposes only. They are not presented as actual or projected scenarios. We make no guarantee as to the total service fee you will pay to us. Based on your monthly sales amount collected, your actual total service fees may be higher or lower than the examples listed above.

If you are a Conversion Franchise Owner, for the first 6 months following the Business Commencement Date, your Service Fees will be 4% and your Marketing Fee will be 0.5%, regardless of sales volume collected. Thereafter, your fees shall be the same as are described above. We collect our Service Fees and Marketing Fees upon the earlier of (i) when the customer pays, or (ii) 120 from the customer invoice date (as provided for in the Manual).

(2) We, or a designated agent or affiliate, will spend the marketing fee in accordance with the terms of Paragraph 9, page 4, of the Agreement. Neither Proforma, Inc. nor we are obliged to contribute any amount to the Fund. We have no advertising cooperative.

(3) At your own expense and before beginning your Franchised Business, you must procure and maintain in full force and effect throughout the term of the Agreement, comprehensive general liability insurance covering the

operation of the Franchised Business and the types of insurance enumerated when your circumstances as described in the Manual warrant it: Workers’ Compensation insurance, employer’s liability insurance, content coverage, general casualty loss and business interruption insurance. The insurance coverage must have a minimum of $500,000 general liability and list “PFG Ventures, L.P., 8800 East Pleasant Valley Road, Cleveland, OH 44131” as an additional insured. We estimate that the insurance will cost you between $300 and $1,000 per year. The actual cost may be more or less than our estimate.

(4) In the ordinary course of business, we will send invoices to your customers, pay suppliers for products you have ordered from money we have collected from your customers, deduct amounts to which we are entitled, and remit the balance to you. Except as described in this disclosure document, we do not impose or collect any other fee of any nature whatsoever on behalf of any third parties. We will bill your customers and contact those who have not paid us within 38 days of the invoice billing date. Thereafter, we will consult with you about choosing a collection agency or about taking other collection action. You are liable to us for the amount owed under the terms of this Agreement on each invoice. Although we may in good faith settle or adjust disputes or claims directly with your customers without affecting your liability to us, we will not sue to collect from any of your customers without your written approval. If your customer does not pay the invoice within 75 days of the invoice billing date, we reclaim the product costs out of your net proceeds.

(5) Support fees collected will cover costs associated with the voice message box, voice mail, e-mail and servicing the ProOfficeSM operating system (“ProOfficeSM”). We will supply support fees accounting information to the Owner Advisory Council (“OAC”) on an annual basis. These fees are subject to change at any time upon 30 days advance notice.

(6) At any time following the Effective Date, you may terminate this Agreement without cause by giving us at least 60 days prior written notice, and by paying us all amounts you owe us, plus an Account Acquisition Fee if you desire to service any or all of the customers not listed on Schedule 1 of your Franchise Agreement. The Account Acquisition Fee shall also apply if we terminate the Agreement. The Account Acquisition Fee is an amount equal to 24 times the average monthly service fee you owed us during the most recent 24 months of the Agreement (regardless of whether you owned your franchise for a full 24 months or whether you have signed a Renewal Agreement) on all sales to customers which are not listed in Schedule 1 of your Franchise Agreement. The Account Acquisition Fee shall not be due and owing to us if you and your guarantors execute (i) an agreement in form and substance acceptable to us whereby you agree for one (1) year that you will cease selling products and/or services that are in the same or similar products and/or services offered by us (or by our franchise owners) to each and every one of your customers not listed in Schedule 1, and (ii) a general release of all claims against us. If this is a Renewal Agreement, only those customers identified on your original Schedule 1 of your initial franchise agreement shall be included on this Renewal Agreement’s Schedule 1. Otherwise, you may terminate this Agreement only if we have committed two or more material breaches of our obligations under this Agreement within a calendar year, and have failed to cure such breach within 60 days after you have

provided us with written notice to cure each such breach; provided, however, the Account Acquisition Fee is still due and owing to us.

7. ESTIMATED INITIAL INVESTMENT

YOUR ESTIMATED INITIAL INVESTMENT

(1) (2) (3) (4) (5) Amount Method of To Whom Type of Expenditure Payment When Due Payment is to be Made Initial Franchise Fee: Lump Sum Day before your initial training. Us

Start-Up $19,500

Relevant Industry Experience $0

Conversion Franchise $0 (NOTE 1) Computer Hardware $0 -$4,000 Lump Sum Pre-Opening Third Party (NOTE 2) Internet Service Provider $30 - $200 Lump Sum Pre-Opening Third Party And Anti-Virus Software (NOTES 2, 3) Equipment, Fixtures, Fixed $700- $3,000 Lump Sum Pre-Opening Third Party Assets and Stationery (NOTE 4) First Month $0 - $2,000 Lump Sum Pre-Opening Third Party Pre-Opening Lease, Rent & Security Deposit (NOTE 5) Utility Deposits, $0 - $1,500 Lump Sum Pre-Opening Third Party Insurance, Licenses /Us (NOTE 6) Travel, room and board for $1,000 - $2,000 As Incurred As Incurred Third Party initial training (NOTE 7) Supplemental Training Fee $0 - $495 Lump Sum 30 days after training Us (NOTE 7) Additional Funds $3,000 - $6,000 As Incurred As Incurred Third Party Incurred during the initial phase, which usually lasts 3-6 months. (NOTE 8) TOTAL:

Start-Up $24,230 - $38,695

Relevant Industry $ 4,730 - $19,195 Experience

Conversion Franchise $ 4,730 - $19,195

These projections are estimates of the total investment required of a Proforma Franchise Owner based on projected expenditures. There is no guarantee your investment or expenses will actually be the same as or similar to these if you are awarded a Proforma Franchise. Your actual investment and expenditures may vary considerably from the projections depending upon many factors including inflation, geographical area, your capabilities, and whether you are a Start-Up Franchise Owner, have Relevant Industry Experience or are a Conversion Franchise Owner. We do not finance any part of your initial investment. No payments are refundable except as described in Item 5.

NOTES: (1) The initial franchise fee for a Start-Up Franchise Owner is $19,500 which may be refunded in whole or part, as described in Item 5. If you have “Relevant Industry Experience” or are a “Conversion Franchise” as defined in Item 5, and otherwise meet our qualifications, we will not charge you an initial franchise fee.

(2) The hardware specifications are an IBM compatible Pentium processor with a minimum processor speed of 300mhz and a minimum of 32mb of RAM. The software specifications are Microsoft® Windows® 95/98/NT/2000/ME/XP operating system; MacAfee® or Norton AntiVirus™ for Windows®; and WinFax™ Pro version 10.0 for Windows®, and we recommend Microsoft® Office 97 or higher, or Microsoft® Office Professional. ProOfficeSM can be networked via Windows NT®, Novell NetWare® or Windows® 95/98/NT/2000/ME/XP. Data integrity is your responsibility. Your computer system should include a backup unit or backup capabilities. So long as the hardware is compatible with the software, you may obtain the hardware from any source.

(3) You must subscribe to an Internet Service Provider (“ISP”) and maintain this service during the term of the Agreement. The connection speed is recommended at 56k bps or higher. A high speed connection is preferred.

(4) To facilitate ongoing communications between us and you, customers and vendors, you must obtain a facsimile machine, a voice message box from us and an electronic mail (e-mail) address from Proforma for use in the Franchised Business. The estimate includes the price of a facsimile machine, the use and installation of a voice message box and service of an ISP. You may purchase a facsimile machine for $500 or less. ISPs charge $15 or more per month. The charge for an email account, additional email accounts and a voice message box are included in the monthly Communication & Technology Support Fee of $100.00. Additional voice message boxes are $10.00 each. The voice message box is accessed through an “800” line hook-up. You will receive a bill for any charges associated with rental. However, we may reduce the amounts you otherwise would be billed for usage costs if we provide significant training or support to you through the voice mail system. The Manual contains these programs and other support services for which charges may be waived. You must, at all times, maintain one published telephone line exclusively dedicated to the Franchised Business, and one telephone line exclusively dedicated for use with a facsimile machine. We recommend you initially purchase at least 500 business cards, 500 letterhead, 500 envelopes, and 25 sheets each of mailing and shipping labels to commence operating your Franchised Business.

(5) You normally commence operating your Franchised Businesses from a home-based office space. Some may choose initially to operate this business from a leased office space. You will typically commence operating the business yourself as the sole employee, and hire additional staff as the volume of business or your knowledge of the Franchise System warrants it.

(6) You must procure and maintain in full force and effect throughout the term of the Agreement, comprehensive general liability insurance covering the operation of the Franchised Business, and as the business warrants, content coverage, general casualty loss and business interruption insurance, employer’s liability and worker’s compensation insurance. See Item 6, Note 3 above.

(7) You must pay for all costs of travel, meals, additional training materials, and lodging incurred during initial training. We cannot estimate in this document your travel or living costs during training, given the many variables involved. The above estimates do not include living expenses for you or your family or any employees that you may bring to training, or debt service relating to launching the Franchised Business. You should have sufficient cash reserves to cover living expenses for at least 6 to 12 months.

(8) During the initial phase of operating your Franchised Business you may require access to additional funds to pay expenses until your business generates sufficient cash flow to pay them. The initial phase usually lasts 3-6 months and requires a minimum of $3,000-$6,000 in additional funds. Because no one can promise you when or whether you will generate any amount of revenue, we urge you to have access to additional funding in case you need it. If you are affiliating an operating business with a Proforma Franchise, your initial phase may be shorter and the additional funds you require may be less than is normal for other Franchise Owners.

8. RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES Except as noted below, you will not be required by the Agreement or any other document to purchase or lease from us or our designee any real estate, services, supplies, products, fixtures, equipment, inventory, or other goods relating to the operation of the Franchised Business. None of our officers owns an interest in any approved suppliers. We have the right to bar you from using or selling items which do not comply with our standards of quality and utility. You must rent a “voice message box” from our supplier and pay us each month as part of the monthly Communication and Technology support charge of $100.00; each additional voice message box is $10.00 each. These fees are the charges we incur on your behalf for this service. You will receive, at no charge, one e-mail account. You must use this e-mail account for the Franchised Business. Each additional email account is at no initial cost and is part of the monthly Communication and Technology Support Fee. The features will be provided through Proforma. The provider is subject to change at any time without notice. Standard mailbox size is 50mb. You must use ProOfficeSM software and the hardware we prescribe within 15 days of the Commencement Date of the Agreement.

We are currently in development of a new system (“New System”) to replace ProOfficeSM. The New System may or may not be ultimately rolled out to all Franchise Owners. Upon the development and roll out of the New System, we will require you to use the New System and execute a license agreement at that time. The New System’s anticipated roll out date is 2010. You may incur additional costs, including licensing costs, to use the New System. Under either ProOfficeSM or the New System, if we determine that revisions are appropriate, we may require you, following at least 30 day’s notice, to use them. The Agreement does not contain any limitation on the frequency or cost associated with these changes. However, we will not require you to undertake any of these changes unless all similarly situated Franchise Owners are subject to substantially the same requirement. Until October, 2008, we charged a ProOfficeSM System Operating Charge of $2,500 for all new Franchise Owners, and our total revenues from ProOfficeSM fees (all of our previous “required purchases”) was $113,000 which amounted to 0.50% of our total revenue of $22,106,500. We took this information from our most recent audited financial statements, Exhibit B-1. We no longer charge the ProOfficeSM System Operating Charge. You may only use business stationery, business cards, marketing materials, advertising materials, printed materials, packaging or forms that meet our standards and specifications. You may offer to customers all products and services we may approve, and only those which meet and which are not subsequently disapproved as meeting our quality standards and specifications. Standards and specifications for products and services sold through your Franchised Business may include minimum standards for delivery, performance, warranties, product design and appearance, customer service and other restrictions. You may purchase products meeting these standards and specifications from any source, although we believe open account financing may be more readily available to you from our approved suppliers than from others. All supplies or materials, products or services you purchase or sell must always meet the standards specified in the Manual, and must be purchased from suppliers that we have approved. Except as specified in the Manual, no Franchise Owner is an approved supplier. Any supplier, however, who is able to provide products meeting our standards and specifications is, in effect, an approved supplier. We may modify our standards when we determine that the quality or performance of a product or the production capacity of a vendor is likely to lead to customer and/or your dissatisfaction. We have no formal process for modifying standards. We do not charge fees to evaluate products or vendors. We benefit from offering an array of good products and vendors. We expect to change our standards and to disapprove a product, or supplier in only limited circumstances. Some vendors who regularly provide Products and Services to our Franchise Owners contribute to a program we designed and administered to support the sale of their Products and Services through Franchise Owners. These vendors, whom we call “Preferred Limited Partners” (“PLPs”), contribute payments to our “PLP Resource Center” (“PLPRC”) in the expectation that you will more aggressively support sales of their Products and Services. The PLPRC is used to promote the Proforma System (including the credit insurance program) and the PLPs’ Products and Services only. We administer the PLPRC to support your sales. You do not contribute to the PLPRC, nor do you have any voice in how the contributions are spent. We do not audit the PLPRC; nor are independent financial statements prepared for your review. However, we share unaudited financial statements of the PLPRC with the Treasurer of the OAC; but for competitive reasons, we will not make them available to you. The Agreement neither obliges us to

create, operate or administer the PLPRC; nor gives you any rights or interest in it. We may change or end the PLPRC at any time without incurring any obligations to you. PLPs contribute to the PLPRC an annual fee and/or a variable fee averaging 2% to the PLPRC. This percentage amount is based on what is purchased by you from a PLP. Moreover, they agree to make their best pricing available to our Franchise Owners and agree not to raise prices to Franchise Owners to recoup their contributions. PLPs are approved suppliers to whom we provide special communications, opportunities and other forms of access to you. You are not required to do business with PLPs. On occasion, our Franchise Owners complete a survey for us to determine their level of satisfaction with the performance of the current PLPs in our program. This information may be shared with our Franchise Owners. You must contribute up to 1% of your Gross Volume of Business to our marketing fee for the purpose of a marketing fund (“Marketing Fund” or “Fund”) as described in Item 11. The Fund also receives revenues from vendors who purchase advertisements in our newsletters and direct mail programs, and it may receive rebates paid by some vendors based upon Franchise Owners’ sales volumes as prescribed in Paragraph 5(e), Page 3, of the Agreement. We do not have “company-owned units” and we do not contribute to the Fund, although we may do so. You must procure and maintain in full force throughout the term of the Agreement the insurance coverage described in Item 6, Note 3, and Item 7, Note 6, of this disclosure document, and in our Manual from insurers. The insurance coverage must have a minimum of $500,000 general liability and list “PFG Ventures, L.P., 8800 East Pleasant Valley Road, Cleveland, OH 44131” as an additional insured. We approve all major national insurance companies and we are only likely to revoke approval of a carrier if a major insurance rating company publishes a report expressing doubts about the company’s soundness or ethics. You may only own, operate or participate in Internet or worldwide web sites or home pages offering our Products and Services which we furnish or which we approve. There will be charges for approved e-commerce services we provide you that will be outlined in the Manual. If you choose to have a web page which is a part of our web site, we may charge you a fee to cover direct and indirect costs of making the site available to you which will be outlined in the Manual. Although we do not sell any items to you that you are required to purchase, other than the voice message box discussed above, you must place orders for all products ordered for your customers through our System directly with the appropriate manufacturers. You select the vendors and the prices you wish to charge; we facilitate the accounts payables and accounts receivables, assist with the collection from your customers, and remit net proceeds to you. We will allocate to ourselves on a monthly basis from payments we receive from your customers, the price of the products shipped to your customers, as well as all amounts you owe us. As a result of our use of this System, we are able to help new Franchise Owners establish credit and obtain the benefit of negotiated prices based upon system-wide purchases. Our volume purchasing may enable you to obtain volume pricing for products you purchase from certain vendors. You will not receive any material benefits beyond those related to each transaction if you purchase from our approved vendors. You must direct all customers of the Franchised Business to pay us directly for all products and services you sell them. We have negotiated agreements with many potential suppliers who will ship products to you or your customers on credit. As a result of the purchasing power of the entire Proforma franchise network, and certain

commitments we have made to the suppliers, many suppliers will not require payment until 30 days following shipment. To facilitate and enhance the relationship with such suppliers, we issue invoices to your customers and may advance payment on your behalf to the supplier before the customer has paid you or us. We often do this to receive “prompt payment discounts,” which we are entitled to keep under the terms of the Agreement. These discounts have historically helped defray the credit costs we pay to our vendors and they may in the future, generate a small net profit for us. You must agree to participate in and be bound by the decisions of the Owner Advisory Council (“OAC”) and/or the decisions of any association of Proforma Franchise Owners or any cooperative established and operated pursuant to standards prescribed or approved by us. Only if we give our assent to a decision of the OAC, a franchisee association or cooperative, will the decision bind you. We are not aware of any Proforma Franchise Owners’ association or cooperatives. All Franchise Owners automatically have the right to vote for members of the OAC at our Annual Convention (or as we may otherwise determine in our sole discretion), which is currently limited to ten (10) elected Franchise Owner representatives. The OAC provides us with advice on issues affecting most aspects of the Proforma System. We value the OAC’s advice, but we are not obliged to follow it. The OAC may be modified or eliminated at any time. Four OAC members comprise our Marketing Committee, which advises us on uses of the Fund. Item 11 contains more information about the Fund. Except for the voice message box, email services and ProOfficeSM described above, neither we nor anyone affiliated with us is the only approved supplier for products meeting our standards and specifications. Except as described in this disclosure document neither we, nor persons affiliated with us, derive other revenue from your purchases of goods from approved suppliers or as a result of any required purchases or leases. We derive revenue from prompt payment or volume discounts, rebates and/or promotions, based on your purchases. During 2008, we received $742,600 (3.4% of our 2008 total revenues) from those sources. The PLPRC receives payments collected from PLPs, as well as all volume discounts, rebates and promotional payments we receive because of our Franchise Owners’ purchases. During 2008, payments to the PLPRC were $2,115,300 or 9.6% of our total revenues of $22,106,500. You will not receive any material benefits beyond those related to each transaction if you purchase from our approved vendors.

9. FRANCHISEE’S 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 disclosure document.

Section in Disclosure Obligation Agreement Document Item a. Site selection and acquisition/lease 2a 11, 12 b. Pre-opening purchases/leases 7g, 7h 5, 7, 8 c. Site development and other pre-opening requirements Not Applicable Not Applicable d. Initial and ongoing training 4a, 4b, 7d 11 e. Opening 7d 11 f. Fees 5 5, 6, 7, 10

Section in Disclosure Obligation Agreement Document Item g. Compliance with standards and policies/operating manual 1b, 1c, 1d, 2a, 2b, 6a, 7, 8, 11 7, 8 h. Trademarks and proprietary information 1c, 6, 8 13, 14 i. Restrictions on products/services offered 1d, 2b, 7a, 7b, 8 8, 16 j. Warranty and customer service requirements 7, 13 16 k. Territorial development and sales quotas 2, 13a(iii) 12 l. Ongoing product/service purchases 7 8, 16 m. Maintenance, appearance, and remodeling requirements Not Applicable Not Applicable n. Insurance 15 6, 7, 8 o. Advertising 4a ii, 4b, 5f, 7i, 9 6, 11 p. Indemnification 17 Not Applicable q. Owner’s participation/management/staffing 7d 15 r. Records and reports 7, 10 Not Applicable s. Inspections and audits 10 Not Applicable t. Transfer 12 17 u. Renewal Not Applicable Not Applicable v. Post-termination obligations 11, 14 17 w. Non-competition covenants 11 17 x. Dispute resolution 19, 21 17 y. Other (describe) Not Applicable Not Applicable

10. FINANCING The Agreement authorizes us to invoice your customers, collect your account receivables, and pay your suppliers and certain other fees from the receivables we collect. You receive the balance after paying suppliers, our fees and other amounts to which you have agreed to pay us. Sometimes we advance funds on your behalf to pay your suppliers before we have received payment from your customers. To facilitate these advances, we have obtained a line of credit from an institutional lender, which requires the pledging of all of your receivables as collateral for all advances made pursuant to this line of credit. Your liability under the Receivables and Security Agreement is limited to the sum of all advances we have made on your behalf, and all fees you owe us under the Agreement. We reserve the right to change lenders and/or modify the terms of our financing arrangements at any time. At our discretion, we may advance money on your behalf to pay vendors for products before we have received payment from your customers. The Manual currently provides that if we have not received the corresponding customer payment within 75 days of the customer invoice date, any money we advanced on your behalf to pay vendors for products is immediately due and owing, and we have the right to deduct any vendor payments from your net proceeds. Therefore, we will require you to satisfy our credit requirements before we grant you a franchise. We also will require you to provide us with a personal guaranty (“Personal Guaranty”), and we may require you to provide us with additional collateral if we agree to advance payments on your behalf. Any costs

we incur to prepare, file, perfect or to foreclose on the collateral must be paid by you. If in our opinion your personal assets are inadequate security for credit we may extend to you or to your Franchised Business, we also may require a Personal Guaranty from your spouse or from another credit worthy person. (See Guaranty of Franchise Owner’s Undertakings.) If your marital status changes, we may require you to obtain a new Guaranty of Franchise Owner’s Undertaking which you and a Guarantor will be required to execute. We do not assume any liability or obligation to advance funds on your behalf. The financing document, Exhibit D, is titled “Receivables and Security Agreement” (“Receivables Agreement”). Pursuant to the Receivables Agreement: a. You sell us your accounts receivables. Additionally, you must grant to our lender a first priority security interest in all your accounts receivable to secure amounts we owe the lender because of advances we have made on your behalf and fees you owe us under the Franchise Agreement. You must also grant to us a subordinated security interest in all of your accounts receivable, inventory and other assets to secure payment and performance of all of your obligations owed to us; b. The sale of and the granting of a security interest in your accounts receivable will be recorded on UCC Standard Forms 1 and 2, and filed with the Secretary of State or any other entity as the laws of your jurisdiction permit for the recordation of security interests. You agree to appoint us as your attorney-in-fact to sign UCC financing statements and other documents on your behalf to evidence and to perfect the security interests described above; c. You agree to sell and we agree to buy at the gross invoice amount, but subject to actual collection, all of your accounts receivable arising out of the Franchised Business. As payment for your accounts receivable, we agree to remit to you the net proceeds of the amounts we collect from your customers. “Net Proceeds” equals gross collections, less payments made to your suppliers, less prompt pay discounts taken by us, and less payments due to us pursuant to the Agreement or other agreements you have with us; d. If a customer pays you directly, we deem that the entire amount you receive as held in trust for us as our property. You must immediately turn over to us the check or other form of payment you have received. Your failure to do so or to provide us with complete information about the relevant transactions is a basis for termination of your Franchise and imposes upon you a duty to pay us three times the amount you have failed to send us; e. You irrevocably appoint us or our designee as your attorney-in-fact, to endorse in your name any notes, acceptances, checks, drafts, money orders, or other remittances, invoices, freight, or express bills or bills-of-lading, storage receipts, warehouse receipts, or other instruments or documents in respect to the accounts receivable; to sign your name to drafts against you, assignments, or verifications of the receivables and notices to your customers; to change your post office address if you cease business, breach or terminate the Agreement, breach the Receivables Agreement, or if for any reason we feel insecure about your ability or willingness to honor the Receivables Agreement; f. If you discontinue operating the Franchised Business, we may purchase your remaining accounts receivable; and g. The Receivables Agreement terminates when the last of the following events to occur has occurred: i. You have paid us for the accounts receivable; ii. We have performed our collection obligations with respect to the accounts receivable; and

iii. You have repaid us any sums the Receivables Agreement, the Franchise Agreement or any other agreement we have with you requires you to pay us. You are not required to pay any factoring or finance charges in connection with the Receivables Agreement.

11. FRANCHISOR’S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS, AND TRAINING Except as listed below, Proforma is not required to provide you with any assistance. Pre-Opening Assistance Listed below is the assistance we provide you. Before you begin operating a Proforma franchise, we will provide you with the following (we will also make them available to similarly situated Proforma Franchise Owners): a. One week of training, two and one-half days of which are mandatory, in the operation of the Franchised Business with emphasis on the Proforma Selling System. Subject to the availability of space in training classes, you may attend as many training sessions as you deem necessary to acquire competence in the operation of the Franchised Business. We may conduct training at a site designated by us and offer a frequent schedule of training sessions at our support center. We will provide and pay only for the training instructors, facilities and required training materials, and you will pay all other costs and living expenses incurred during and in connection with the training. All future “Paragraph” references will be to the Agreement. b. One set of the Manual (Paragraph 4a(ii), page 2); c. One set of the Proforma Success University Training Binder© (Paragraph 4a(iii), page 2); d. One set of the Proforma Success System© (Paragraph 4a(iv), page 2); e. ProOfficeSM software (or its successor system); and

f. Start Up Package (Paragraph 4a(vi), page 2). During the 12 months following your Commencement Date, we will provide you our then-current “Start Up Package.” We may change or modify the Start-Up Package as we deem appropriate. The Start Up Package currently consists of the following: 1. An initial Marketing Start Up Package designed to target potential customers and increase credibility with existing customers. The Marketing Start Up Package we offer (which is subject to change) includes: • Owner Store Credit in the sum of $150.00. • Owner Store Freight Credit, estimated at $60.00. • Collateral Start Up Kit, which includes 25 Promotional Products Catalogs, 1 ProCase, 25 General Capability Brochures/Folders, 25 Directory of Products & Services Brochures, and 10 Proforma V-Mailcards. • Marketing Tool Kit, which includes three of each available marketing collateral piece, specialty catalog (Holiday and Golf) and annual Promotional Products Catalog. Additionally, one of each presentation folder and shipping envelope, as well as a copy of the Visual Identity Standards Guide and other branding items associated with the franchise system. 2. Up to three hours of telephonic training in the use of our contact management and marketing database software. 3. Up to five hours of telephonic business and cash flow planning consultation.

4. Upon completing training, you will be assigned a Success Coach who will work with you through a twelve-week transition period. This transition period is an integral part of acquainting you with the various resources and programs designed to help you grow your business. We may change or cancel this program at any time without any liability to you.

Ongoing Assistance During the term of the Agreement, we will provide you with the following (we will also make them available to similarly situated Proforma Franchise Owners): a. Marketing and sales techniques designed to assist you to create, maintain and grow relationships with new and existing customers. b. Our standard sales service support program, including telephone consultation with you concerning sales and marketing strategies, sourcing, and other vendor related information and services related to customer needs, as well as answers to manufacturers’ and customers’ questions regarding orders. c. Invoicing your customers, paying your suppliers, including us, from cash receipts of the Franchised Business, and paying net receipts to you on a twice monthly basis, all in accordance with Paragraphs 4 (page 2), 5 (page 2) and 7 (page 2) of the Agreement. d. Monthly reports reflecting your gross billings, receipts, outstanding customer account balances and other statistical information which will reflect the monthly sales of the Franchised Business. e. Advertising and marketing materials for our standard fees. f. Cash flow analysis. We may also offer other services as well. There may be a cost for some of these services. Such cost may change from time-to-time, and these services may be changed, modified, or canceled at any time without any liability to you. Such services currently include: Prospect and lead identification programs; appointment setting programs; sales presentation tools; sales and marketing literature; sales and customer service staff recruitment program; product importing assistance; personalized catalogs, merger and acquisition support programs; website marketing programs; North American Major Account programs; product knowledge and selling skills training programs; personal business success coach programs; credit insurance; ideas network; and recognition programs. We may delegate some or all of the obligations outlined above to third parties. However, we will be liable to you for fulfilling the obligations of the Agreement.

Marketing Fund (“Marketing Fund” or “Fund”) We will withhold from amounts we collect on your behalf monthly marketing fees up to 1% of your prior month’s Gross Volume of Business (Paragraph 5(b), page 2 of the Agreement). These amounts become a part of the Fund. We may use the Fund for any expense reasonably related to marketing materials, public relations, promotional activities, branding, positioning in the marketplace, market research, including the cost of promoting Proforma and our Products and Services on the Internet, salaries, agencies, equipment and associated overhead. We are not obligated to provide you or any other Franchise Owner with marketing which benefits you directly or proportionately to your (or their) contributions. However, we do make available to you certain strategic

marketing programs subsidized by contributions to the Fund. The actual programs offered vary based in part on recommendations of the OAC. Materials and programs offered to you fall into different funding categories: fully funded (made available at no additional cost to you); partially funded (made available to you at a discounted price); and underwritten (Fund financially underwrites development and production expense, and you purchase without Fund subsidy). With approval of our OAC or other group of Franchise Owners described in Item 8, we may spend the Fund for projects other than marketing as described above. You may use marketing materials, which you develop only after we have given you written approval to use them. All marketing material must adhere to our standards published in Proforma’s Visual Identity Standards Guidelines Manual. We have complete discretion over how we spend the Fund, subject to the conditions described above. However, we regularly consult the OAC about uses of the Fund. The Agreement does not require this practice and is subject to change. Although the OAC serves in an advisory capacity only, and we have the legal right to discontinue consulting with it, we have worked with the OAC to develop the present system because we believe it has well served the needs of the Proforma System. We do not have local or regional marketing cooperatives. If any are ever established, you may be required to participate in their activities. We have not formulated any policies or procedures for use by a cooperative. If we decide to form one or more cooperatives, and to require your participation, we will notify you of our requirements at that time. We administer the Fund in consultation with the OAC. We make monthly reconciliation of the Fund and we provide detailed reports each month to the OAC Membership. You may obtain information concerning the Fund on Proforma’s intranet, or by contacting your OAC representative. During the calendar year ending December 31, 2008, we spent the proceeds of the Fund in the following way:

Production of brochure, selling materials, promotional items, catalogs 27% Business and Lead generation programs, marketing services, list rental, database services, direct mail 38% Marketing Customer research, fund oversight, trade associations, office and other expenses 35%

The Fund is utilized to implement, research, market development, direct mail and printed materials for our Franchise Owners. Except as described above, we are not obliged to spend any amount on marketing in the area where you will operate your Franchised Business. At year’s end, any unexpended sums in the Fund remain there. We pay income taxes on the interest earned by the Fund. The Fund will pay for taxes if the Fund is subject to taxes. We only account for how we spend the resources of the Fund in the manner described above. We devote none of the Fund to projects which are principally designed to solicit the sale of Franchises.

Besides the Fund we operate, the PLPRC described in Item 8 promotes our Franchise Owners’ businesses. The Agreement neither gives you any rights or interest in the PLPRC, nor imposes any duties on us relating to it. We may change or end the PLPRC at any time.

Credit Insurance Program We provide to you, free of charge, a credit insurance program that applies to all customer accounts with a balance greater than $3,500. The PLPRC (see Item 8) funds the credit insurance program. Subject to eligibility requirements, there are two types of coverage provided under the credit insurance program: (i) Blanket Coverage- Customer accounts with a balance greater than $3,500 and less than $90,000 are provided with coverage up to 85% of the invoiced amount, and (ii) Named Coverage-Customer accounts currently at or expected to exceed $90,000 are provided with coverage up to 90% of the invoiced amount. The minimum claim allowed is $3,500 (on a per customer basis) and the maximum claim allowed is determined by the insurance carrier on a case-by-case basis (on a per customer basis). Insurance coverage must be applied for prior to the shipment of a customer order. All claims under the credit insurance program must be filed within 120 days from the invoice due date. Insolvency claims must be filed immediately, but no more than 90 days after the date of insolvency. Subject to the insurance carrier and/or our decision, eligibility requirements include, but are not necessarily limited to, trade references, bank references, credit reports, financial statements, and payment experience of a given customer. Eligibility requirements may change from time to time without notice. Any customer account under $3,500 is not covered by any credit insurance program provided by us. Failure to follow the established eligibility requirements may deem your credit insurance application and/or coverage void, incomplete or ineffective. Your utilization of the credit insurance program creates no obligation, duty, or liability on our part. The Agreement neither obligates us to create, operate, maintain, or administer the credit insurance program. We may change or cancel this credit insurance program at any time in our sole discretion without any obligation to you.

Computer Systems You must acquire from us a sublicense to use and utilize ProOfficeSM software (which includes ProSMART) and compatible computer hardware in operation of your Franchised Business. You must use ProOfficeSM to electronically communicate your customer purchase orders and vendor billing information to us. ProOfficeSM was developed by Proforma. You only may acquire ProOfficeSM from us. The monthly cost for Communication and Technology Support is $100.00 a month, which includes ProOfficeSM incremental support. The fees are subject to change at any time upon 30 days advanced notice. We are not required to develop revisions of ProOfficeSM. We are currently in development of a new system (“New System”) to replace ProOfficeSM. The New System may or may not be ultimately rolled out to all Franchise Owners. Upon the development and roll out of the New System, we will require you to use the New System and execute a license agreement at that time. The New System’s anticipated roll out date is 2010. If we complete a roll out of the New System, we are not required to develop revisions to the New System. You may incur additional

costs, including licensing costs, to use the New System. Under either ProOfficeSM or the New System, if we determine that revisions are appropriate, we may require you, following at least 30 day’s notice, to use them. The Agreement does not contain any limitation on the frequency or cost associated with these changes. However, we will not require you to undertake any of these changes unless all similarly situated Franchise Owners are subject to substantially the same requirement. We do not intend to authorize the use of any other comparable software program in the near future. Under ProOfficeSM (and the New System) we have independent access to the information that will be generated or stored. We may access this generated or stored information for any reason whatsoever. There are no contractual limitations of our right to access the information. ProOfficeSM is a web-based application and typically operates on an IBM compatible, Pentium compatible computer with a minimum of 300 mhz with 32mb of RAM. The software specifications are Microsoft® Windows® 95/98/NT/2000/ME/XP operating system; MacAfee® or Norton AntiVirus™ for Windows®; and WinFax™ Pro version 10.0 for Windows®, and we recommend Microsoft® Office 2003 or higher, or Microsoft® Office Professional. ProOfficeSM can be networked via Windows NT®, Novell NetWare® or Windows® 95/98/NT/2000/ME/XP. So long as the hardware is compatible with the software, you may obtain the hardware from any source. We may disable ProOfficeSM or the New System without liability to you after notifying you of a default or upon the termination of your Agreement. Paragraph 7, page 3 of the Agreement, contains your obligations pertaining to the hardware and software. Except as stated above, we are not obligated to assist you in obtaining hardware, maintenance or updates for your system.

Confidential Operations Manual The table of contents of our Confidential Operations Manual is below. We reserve the right to modify the Manual at any time. Table of Contents (3 pages) The Proforma System (1 page) Vision Statement Mission Statement Business Plan Values Franchise Owner Code of Ethics (1 page) Network Relations (2 pages) Referral Programs (1 page) Proforma Resources (1 page) Relationship Manager Success Coach Collection Specialist Accounts Payable Team

Help Team Franchise Development Legal Department Chief Business Development Officer PhoneMail Administrator Cash Application Specialist Order Processing Department Supervisor of Office Administration Marketing Team Vendor Relations Department Franchise Owner Development Proforma Intranet Compliance Manager Controller Promotional Products Manager Franchise Agreement Compliance (6 pages) PFG Ventures, L.P. Franchise Agreement Franchise Agreement – Summary Pages (summary) Schedule 1 (Summary) The Proforma Franchise Agreement – Table of Contents (Summary) Parties and Recitals (Summary) Grant of Franchise (summary) Term and Renewal (Summary) Operating Assistance (Summary) Fees and Payments (Summary) Licensed Marks (Summary) Standards of Operation (Summary) Confidential Operations Manual (Summary) Advertising and Marketing (Summary) Statements and Records (Summary) Covenants (Summary) Transfer and Assignment of Agreement (Summary) Default and Termination (Summary) Post Term Obligations (Summary) Insurance (Summary) Taxes, Permits and Indebtedness (Summary) Indemnification and Independent Contractor (Summary) Written Approvals, Waivers, and Amendments (Summary) Enforcement (Summary)

Notices (Summary) Governing Law; Waiver of Jury Trial (Summary) Severability; Construction; Merger and Integration (Summary) Acknowledgements (Summary) Transfer of Business Operating Violations On-Hold Status Default and Termination Franchise Agreement Renewal Procedure (1 page) Notification Pre-Renewal Information/ Documentation Sales and Marketing Information (1 page) Sales and Marketing Fund Overview (SAM FUND) PLP Fund Infrastructure (7 pages) Office Location Telephone System Telephone Communications Facsimile Communications E-Mail Communications Incoming Mail Outgoing Communications Overnight Packages Office Equipment Furniture Electrical Outlets Safe Deposit Box Computer System Filing Cabinet Shelving Units Account Maintenance File Open Order File Closed Order File Financial Reports Hiring Employees New Hire Sourcing Business Legal Structure (2 pages) Business Entity Minority Business Enterprise

Proforma Business Name Tax Identification Number Government Registration Government Licenses Bank Accounts Electronic Funds Transfers Authorization to Charge Sales Tax Insurance (1 page) General Business Liability Credit Insurance General Casualty Loss and Business Interruption Insurance Worker’s Compensation Health Insurance Coverage Dental Insurance Proforma Operations and Training Materials (4 pages) Vendor Sourcing Guide Reference Proforma Publications and Periodicals Artwork Satellite Office Resources Ordering Marketing Brochures and Printed Items Extended Absence from Office The Business Plan The Annual Plan The Monthly Plan The Weekly Plan Graphics Standards Vendors (5 pages) The Vendor Proforma Preferred Limited Partners (PLP) Establishing Credit with Vendors Paper Merchant Typesetter Graphic Designer Warehousing Proforma Bank Warehousing Bulk Warehousing Pick and Pack Warehousing Promotional Products Promotional Product Samples

Maintaining Good Relationships with Vendors Order Entry/Operational Procedures (8 pages) Preparing Quotes Reviewing Quotes Determining the Selling Price Mark Up Gross Margin Net Margin Quick Calculations Promotional Products/Discount Codes Service Fees Service Fee Exceptions Service Fee Rebates Typesetting Graphic Design Proofs Presenting Proposals Proposal Information Order Acceptance Customer Credit Customer Tax Status Order Processing (5 pages) Entering the Order Purchase Order Instructions Required Fields Completing the Purchase Order Checking the Purchase Order Order File Open Orders Reports Information Contained on the Open Orders Report Order Acknowledgements Order Changes or Cancellations Expediting Orders Processing the Vendor Invoices Handling Customer Complaints Order Processing Department (2 pages) Processing Orders Customer Bills/Invoices Verifying Receipt/Processing of Customer Bills and Vendor Payment Errors in Customer Billing and Vendor Payment Data

Adjusting Customer Billing and Vendor Payment Data Reference Information for A Proforma Invoice Remittance Advice Section Closed Orders Accounts Receivable (5 pages) Remittance Information U.S. Lock Box Instructions U.S. Wire Instructions Canadian Deposit Instructions Canadian Lock Box Instructions Canadian Wire Instructions Application of Customer Payments Money on Account Credit Card Payments Accounts Receivable Collection Policy Vendor Cost Reclaims Net Proceeds Dates, Reports and Deposits Net Proceeds Report Explanation Account Receivable Aging Report Explanation Sales Report Explanation Technology (2 pages) ProOfficeSM ProSMART ProOMS ProMAIL ProformaINET Proforma Success Network ProPORTAL On-Line Company Stores ProGRAPHICS Help Team Business Development (4 pages) Listening Questioning High Impact Questions Feature & Benefits Presentation Handling Objections Selling Skills Model Effective Proposals

Closing Closing Techniques Training and Recognition (1 page) Policies for Proforma's Training Programs Include: Recognition Proforma Industry Achievements and Rankings Glossary (1 page) Relationship Manager Success Coach Collection Specialist Accounts Payable Team Help Team Chief Franchise Development Legal Department Chief Business Development Officer PhoneMail Administrator Cash Application Specialist Order Processing Department Supervisor of Office Administration Marketing Team Vendor Relations Department Franchise Owner Development Proforma Intranet Compliance Manager Controller Promotional Products Manager The Owner Advisory Council Overview (1 page) OAC Officers 2007 – 2008 Regional Representation 2007-2008 Proforma Owner Advisory Council Bylaws (3 pages) Article I – Name Article II – Objectives Article III – Membership Section 1 – Eligibility Section 2 – Representative Article IV – Officers Section 1 – Election of Officers Section 2 – Term of Office Section 3 – Duties of the Officers

Section 4 – Council Regional Officers Section 5 – Termination and/or Removal from Office or Membership Article V – Committees Article VI – Meetings Article VII – Expenses Article VIII – Communications Article IX - Amendments

Location We will neither select nor approve a site or area for the operation of your Franchised Business. However, we may restrict where, to whom and by what media you may sell Products and Services.

Projected Commencement Date You must commence business under the Agreement within 45 days of the Effective Date of the Agreement. Such time may be needed to complete your pre-operating requirements such as initial training, setting up an office, obtaining business supplies and complying with state and local licensing requirements.

Training Before giving you the authorization to start operating the Franchised Business, we will provide you with one week of initial instruction in the operation of a Proforma Franchised Business. The first two and one-half days of this training are mandatory, while you may attend the remainder of the week at your discretion. The training takes place at either our Cleveland, Ohio Support Center or in another location we select. We offer initial training at least once each month. We presently employ Elizabeth Nesic, Manager of Training and Coaching, to supervise initial training of you and/or your designated employees. In-the-field experience of our instructors that is relevant to the subjects they teach, and which is relevant to our operations, is from 3 to 20 years. Other members of our staff are likely to participate in our training. Our training staff is subject to change. Subject to the availability of space in training classes, you may attend as many initial training sessions as you deem necessary to acquire competence in the operation of the Franchised Business. All expenses incurred in initial training, including the cost of travel, room, board and wages of the person receiving this training, will be borne by you. We will provide and pay only for the training instructors, facilities and required training materials. The first two and one-half days of the initial training by Proforma is mandatory for all new Franchise Owners. Your attendance at the remainder of the training week is highly encouraged, but at your discretion. A summary of our initial training program follows: TRAINING PROGRAM Subject Hours of Classroom Hours of On-The-Job Location Training Training The Proforma Selling System 12 hours N/A Cleveland, Ohio – Prospecting techniques, proposals, closing techniques

Subject Hours of Classroom Hours of On-The-Job Location Training Training and pricing. Analysis of customers, what they offer and how the Proforma Success System© provides necessary tools to plan, execute and evaluate. Features six-step method for sales calls. Do things right; do the right things. Proforma products – 5 hours N/A Cleveland, Ohio information regarding core products, including business forms production, envelope mfg., design, commercial printing, promotional products and overview of the company store programs. Financial Systems and 2.5 hours N/A Cleveland, Ohio Operations – Introduction to financial systems and operating procedures to customer billing, accounts receivables and payables. Financial reports provided to you. ProOffice System/Use – 6 hours N/A Cleveland, Ohio An overview of the ProOfficeSM operating system and its use, from contact management to inventory management. Each Franchise Owner will generate a RFQ, proposal, purchase order and billing. Marketing – An overview of 7 hours N/A Cleveland, Ohio Proforma marketing strategy and all the materials that are used.

The primary instructional materials used during initial training include the following: for class are the Proforma Success System©, Proforma Success University Training Binder©, and the Operations Manual. These binders include text and supporting materials for the sessions covered in the school. These materials describe the financial, administrative and operational, and sales and marketing aspects of the Proforma System. The Proforma Success System© and the Proforma Success University Training Binder© will be the dominant focus of the class week; the Operations Manual describes the operating systems and other relevant information about the Proforma System, operating procedures and the OAC. Product Sourcing Guides for Printing and Promotional Products illustrate how to identify and contact sources for items you sell.

The Proforma Start Up Package: During the 12 months following your Commencement Date, we will provide you our then-current “Start Up Package.” We may change or modify the Start-Up Package as we deem appropriate. The Start Up Package currently consists of the following: a. An initial Marketing Start Up Package designed to target potential customers and increase credibility with existing customers. The Marketing Start Up Package we offer (which is subject to change) includes: • Owner Store Credit in the sum of $150.00. • Owner Store Freight Credit, estimated at $60.00. • Collateral Start Up Kit, which includes 25 Promotional Products Catalogs, 1 ProCase, 25 General Capability Brochures/Folders, 25 Directory of Products & Services Brochures, and 10 Proforma V-Mailcards. • Marketing Tool Kit, which includes three of each available marketing collateral piece, specialty catalog (Holiday and Golf) and annual Promotional Products Catalog. Additionally, one of each presentation folder and shipping envelope, as well as a copy of the Visual Identity Standards Guide and other branding items associated with the franchise system. b. Up to three hours of telephonic training in the use of our contact management and marketing database software. c. Up to five hours of telephonic business and cash flow planning consultation. d. In addition to training, we offer continuing education webinars designed to provide Proforma Franchise Owners with additional information about our programs and the selling process. Webinars are offered in both live and pre-recorded formats. A series of webinars designed to orientate your sales representatives is also available. e. Upon completing training, you will be assigned a Success Coach who will work with you through a twelve-week transition period. This transition period is an integral part of acquainting you with the various resources and programs designed to help you grow your business. We may change or cancel this program at any time without any liability to you. If you desire to transfer your rights and duties under the Agreement, the proposed transferee must complete to our satisfaction the training currently required of similarly situated Proforma Franchise Owners.

You may request on-site training and/or assistance at any time. At our option, we will provide it at your sole cost and expense (including our costs and expenses). The Agreement does not require us to provide on-site training. Although the Agreement does not require us to do so, we currently offer our Franchise Owners the following training programs: Regional Business Meetings Offered once per year, these two-day programs include product, sales, operational training and discussions of operational issues, with a focus on training issues. Our Preferred Limited Partners (PLP’s) typically participate in a vendor showcase. The registration fee in 2009 was $65.00 per person. In 2009, we offered seven regional meetings located throughout the United States and in Canada. Annual Convention Offered at a different site each year, lasting 3-4 days, the agenda includes product, sales and operational training, various roundtable discussions, recognition banquet, vendor showcase and other events. In 2009, registration fees are $390 for the first participant and $350 for each additional guest. Franchise Owners who are new to the Proforma system, and have not attended any previous convention, may attend their first annual convention then for a registration fee of $195.

12. TERRITORY You will not receive an exclusive territory. You may face competition from other franchise owners, from outlets that we own, or from other channels of distribution or competitive brands that we control. The Proforma Franchise is a non-exclusive license only, and does not grant you any exclusive market area or territorial rights. The only restrictions on customers we may enforce on you or other Franchise Owners are as follows: a. We have an account protection resolution policy (that we may amend from time-to-time) that may restrict where or to whom or by what media you may sell products and/or services you are authorized to sell through the Franchised Business (“Products and Services”). b. We reserve the right, in our sole discretion, and in accordance with the standards, policies and/or procedures that we may specify in the Manual, to grant you and other Franchise Owners the exclusive right to sell to and to service customers you or they have developed, and to restrict you and them from soliciting certain prospective customers. c. We may restrict your teleprospecting, Internet and direct mail marketing activities to certain potential customers located in areas defined by designated Postal Zip Codes. We may restrict your use of the Internet to promote your business to sites which we own, prescribe or approve. Subject to our other rights in this Item 12, we will not deprive you of your right to continue selling Products or Services to an entity which was your exclusive customer prior to our implementation of a marketing restriction; d. We may terminate your Agreement if your Gross Volume of Business averages less than $1,000 per month during the first 6 months following the Effective Date of the Agreement, or less than $50,000 for any 6- month period thereafter;

e. We may award Franchises to persons in any location we deem advisable. We may in the future authorize all Franchise Owners to offer products and services from retail store locations. Neither you nor any other Franchise Owner may establish a Proforma retail store without our prior written approval, which will be subject to such conditions as we believe are prudent. We reserve the right for us and any affiliate to use other channels of distribution, such as the Internet, catalog sales, telemarketing, or other direct marketing sales to sell products and/or services in competition with you. We and our affiliates may operate a business similar to the Franchised Business at any locations we deem advisable, and this business(es) may be permitted to use the Proforma System and the Licensed Marks. Neither we nor any other affiliate operates a business under the System. However, we have provided direct sales and service support to large volume accounts in the past and we may enter into similar arrangements in the future. Presently, we have no formulated plans to operate or franchise the operation of any business selling under different trade names or trademarks, goods or services similar to those offered for sale by you. However, we and our affiliates, retain all rights to establish, acquire, merge with and operate other franchises or company-owned or operated outlets selling similar or different products or services under a different trade name, trademark or service mark in the future. Our current policy is to establish at least one Franchise Owner per every 5,000 businesses in any market in an effort to gain at least a 10% share of that market’s revenue associated with the Franchised Business. We expect to make exceptions to that policy in situations, which, in our sole judgment, merit these exceptions.

13. TRADEMARKS We offer you the right to operate a business under the name “Proforma®.” You also may use other current or future trademarks or Licensed Marks to operate your Franchised Business. By trademarks we mean trade names, service marks, logos and slogans we authorize you to use in connection with operating your Franchised Business. The trademark (Licensed Mark) listed below was registered on the Principal Register of the United States Patent and Trademark Office, registration date of September 14, 1982, Registration Number of 1,208,208, by Proforma, Inc., our predecessor and affiliate, which in the Limited Partnership Agreement creating PFG Ventures has given us the right to sublicense the mark to our Franchise Owners. Proforma® Registration Date: September 14, 1982; Registration No.: 1,208,208. Every use of the “Proforma®” service mark or trade name as an identifier of the Franchised Business must be in conjunction with a suffix or other words or phrases more specifically identifying the Franchised Business, and the exact format must be approved in advance by us, e.g., “Proforma® Speed Service.” You only may use Proforma® as a domain name or other identifier of an Internet site or web page with our prior written approval, which we may withhold. Proforma, Inc. claims common law rights with respect to the registered service marks listed above arising from its, or its related parties’, exclusive use of such marks from their date of first use. All affidavits of use required to be filed to maintain registration of the Licensed Marks listed above have been timely filed.

You only may use our Licensed Marks in a manner we have approved in our Manual. You may not use the Licensed Marks in your corporate name or to promote or to identify your business on the Internet without our prior approval of such use. There are presently no effective determinations of the United States Patent and Trademark Office, the Trademark Trial & Appeal Board, the trademark administrator of any state, or any court affecting our Licensed Marks. Nor are there any pending infringements, opposition or cancellation proceedings or any pending material litigation involving our Licensed Marks. No agreements are currently in effect which would significantly limit our rights with respect to any of these trademarks, service marks or trade names in any manner material to you. We are not obliged by the Agreement or any other document to protect any or all rights which you have to use the trademarks and service marks listed above or to protect you against any claims of infringement or unfair competition with respect to the same. The Agreement does not provide for any form of compensation or payment to you, if you lose your right to continue to use our Licensed Marks. You must promptly notify us of any claim, demand or cause of action that we or Proforma, Inc. may have based upon or arising from any unauthorized attempt by any person or legal entity to use the Licensed Marks, any colorable variation of it, or any other mark, name or indicia in which we or Proforma, Inc. have or claim a proprietary interest. You must assist us, upon request and at our or Proforma, Inc.’s expense, in taking this action, if any, as we and/or Proforma, Inc. may deem appropriate to halt these activities; but you may take no action nor incur any expenses on our or Proforma, Inc.’s behalf without our prior written approval. If we or Proforma, Inc. undertake the defense or prosecution of any litigation relating to the Licensed Marks, you must sign any and all documents and to do those acts and things as may, in our opinion, be reasonably necessary to carry out this defense or prosecution. You must operate and advertise only under the name or names designated by us for use by similar Proforma Franchise Owners; to adopt and use the Licensed Marks solely in the manner prescribed by us; to refrain from using PROFORMA® or any confusingly similar name in your corporate name; to refrain from using the Licensed Marks to perform any activity or to incur any obligation or indebtedness in such a manner as may, in any way, subject us or Proforma, Inc. to liability; to observe all laws with respect to the registration of trade names and assumed or fictitious names, to include in any application a statement that your use of the Licensed Marks is limited by the terms of your Agreement, and to provide us with a copy of this application and other registration document(s); to observe these requirements with respect to trademark and service mark registrations and copyright notices as we may require, including affixing “SM,” “TM,” or “R” adjacent to all of these Licensed Marks (thus, SM, TM, or ®) in any and all uses of them; and to utilize any other appropriate notice of ownership, registration and copyright as we may require. Your use of any sign advertising the Franchised Business will be subject to our prior written approval. In addition, you must agree that any principal trademark and service mark(s) you use on literature, contracts, promotional and advertising materials will be in compliance with standards and specifications we publish in the Manual or any other document. It will also be in lettering at least as prominent in size and style as your corporate or trade name. We reserve the right, in our sole discretion, to designate one or more new, modified or replacement Licensed Marks for use by you and you must use it or them in addition to or in lieu of any previously-designated

Licensed Marks. You will not be entitled to any compensation as a result of the discontinuation of any of the Licensed Marks. Any expenses or costs associated with your use of any such new, modified or replacement Licensed Marks will be your sole responsibility. We have no actual knowledge of any infringing uses of our principal trademark or service marks which could materially affect your use of them in this state or in any other state.

14. PATENTS, COPYRIGHTS, AND PROPRIETARY INFORMATION

We own no rights in or licenses to any patents or copyrights which are material to the Franchise, except we claim a copyright interest in our Agreement and other contractual forms, our Manual, Success System binder, training materials, franchise sales brochures, advertisements, promotional materials, disclosure document, and other written materials. Although we have not filed an application for a copyright registration for our Manual and certain training materials, we claim common law copyright protection and that the information in the Manual and materials is our trade secret. You may never – during the term or after the franchise agreement is terminated, for any reason whatsoever or no reason – reveal any of our confidential information to another person or use it for any other person or business. You may not copy any of our confidential information or give it to a third party except as we authorize. All persons affiliated with you must sign a confidentiality agreement that we approve. Our confidential information includes information, about products, services, equipment, technologies and procedure relating to the Franchised Business, systems of operation, programs, standards, techniques, requirements, specifications, the Manual, this disclosure document, the franchise agreement, any other agreements relating or pertaining to the Franchised Business, customer names and addresses, prospective customer names and addresses, billings, reports, marketing plans, business plans, methods of advertising and promotions, instructional materials, and other matters. Paragraph 8, page 4 of the Agreement, explains restrictions on your use and dissemination of this information to anyone except those who work for you (including, employees, independent contractors, representatives, or agents) and who have signed a confidentiality agreement that contains an indefinite term.

15. OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THE FRANCHISE BUSINESS You must initially operate and manage the Franchised Business yourself. At no time may you hire or retain a person to operate or manage the Franchised Business without first giving us written notice, and obtaining our written consent. Our consent may be unreasonably withheld at our sole discretion. You must also provide any individual whom we approve with the training we require. Any person you hire to operate your Franchised Business must sign the confidentiality agreement with an indefinite term as specified in Paragraph 8, page 4 of the Agreement.

16. RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL You only may advertise Products and Services on the Internet through web sites which we approve, which may be limited to web sites controlled by us or our affiliates.

Paragraph 11, page 5 of the Agreement, prohibits you from engaging in any business similar to a Proforma Franchise without our prior written approval. If we have authorized you to engage in another business which sells products or services which, pursuant to Paragraph 11(b), page 5 of the Agreement, become a part of the Proforma System after you became a Franchise Owner, we may require you either to merge your other business into the Franchised Business and pay fees on the incremental increase in business you experience as a part of the Franchised Business, or to dispose of your ownership interest (above 5%) and to discontinue working in this business. Paragraph 2(b), page 1 of the Agreement, authorizes us to restrict where or to whom or by what media you may sell products and/or services. Unless required by law, rule or regulation, if we impose a restriction, we will allow you to continue servicing customers you were servicing when the restriction became effective. For one year following the termination of the Agreement, Paragraph 11(c), page 5 of the Agreement, precludes you from selling any products or services similar to those sold in our System to customers of your Franchised Business and from contacting vendors or suppliers of your former Franchised Business on behalf of a third party not expressly exempted from this restriction. According to Paragraph 7, page 3 of the Agreement, you must comply with all Proforma System rules, regulations, policies and standards which are by their terms mandatory, including those contained in the Manual. You must operate and maintain the Franchised Business solely in the manner and pursuant to the standards prescribed in the Agreement, in the Manual or in other written materials, which we provide you.

17. RENEWAL, TERMINATION, TRANSFER, AND DISPUTE RESOLUTION This table lists important provisions of the Franchise and related Agreements. You should read these provisions in the Agreements attached to this disclosure document.

THE FRANCHISE RELATIONSHIP

Section in Franchise or Provision Other Agreement Summary* a. Length of the franchise 3 The Agreement becomes effective when we sign it and its term term extends until either party terminates the Agreement as provided for in the Agreement. b. Renewal or extension of 3 The Agreement becomes effective when we sign it and its term the term extends until either party terminates the Agreement as provided for in the Agreement. c. Requirements for Not Applicable Not Applicable franchisee to renew or extend

d. Termination by franchisee 13(e) At any time following the Effective Date, you may terminate this Agreement without cause by giving us at least 60 days prior written notice, and by paying us all amounts you owe us, plus an

Section in Franchise or Provision Other Agreement Summary* Account Acquisition Fee if you desire to service any or all of the customers not listed on Schedule 1 of your Franchise Agreement. The Account Acquisition Fee is an amount equal to 24 times the average monthly service fee you owed us during the most recent 24 months of the Agreement (regardless of whether you owned your franchise for a full 24 months or whether you have signed a Renewal Agreement) for all your customers not listed on Schedule 1 of your Agreement. The Account Acquisition Fee shall not be due and owing to us if you and all your Guarantors (i) agree for one (1) year (in form and substance acceptable to us) to cease selling products and/or services to your former customers that are in the same or similar products and/or services offered by us (or by our franchise owners) to each and every customer not listed on Schedule 1, and (ii) if you and all your Guarantors sign a general release of all claims against us. If this is a Renewal Agreement, only those customers identified on your original Schedule 1 of your initial franchise agreement shall be included on this Renewal Agreement’s Schedule 1. Otherwise, you may terminate this Agreement only if we have committed two or more material breaches of our obligations under this Agreement within a calendar year, and have failed to cure such breach within 60 days after you have provided us with written notice to cure each such breach. e. Termination by franchisor Not applicable Not applicable. without cause f. Termination by franchisor 13(a) We may only terminate for good cause. with cause g. “Cause” defined: 13(a) & (c) Collecting money from customers without immediately curable defaults transferring it to us; not paying money owed us under the Agreement within 10 days after we give you notice to cure; your non-performance or breach of any obligation, term, condition, warranty or certification of the Agreement and your failure to cure the breach within 10 days after we give you notice to cure; if you do not operate your Franchised Business as specified in the Manual. If you operate your business in a way which is inconsistent with the Licensed Marks, or if you use the Licensed Marks in a way which we have not approved, and do not cure all deficiencies within 10 days after we give you notice to cure. Any

Section in Franchise or Provision Other Agreement Summary* notice will be deemed to have been given you two days after the date of the correspondence. h. “Cause” defined: 13(b) Not commencing business within 45 days after we sign the Non-curable defaults Agreement; not paying money owed us under the Agreement within 10 days after we give you notice to cure; making false statements or reports to us; violating Transfer requirements; two or more defaults or violations in one calendar year; abandonment of the Franchised Business; your conviction of a felony, crime of moral turpitude, or other crime related to operation of the Franchised Business; your insolvency or incapacity; your, or your guarantor’s, default on any other agreement with us; your non- performance or breach of any covenant, obligation, term, condition, warranty or certification of the Agreement and your failure to cure the breach within 10 days after we give you notice to cure; less than $1,000 per month during the first 6 months after the Effective Date of this Agreement or less than $50,000 for any 6-month period thereafter; if your Agreement is a Renewal Agreement pursuant to Line 7 of the Summary Pages and your Gross Volume of Business averages less than $50,000 for any six month period, which may include the last 6 months of your prior franchise agreement; if you do not operate your Franchised Business as specified in the Manual and if you do not cure a deficiency within 10 days after we give you notice to cure; if we receive three or more complaints from actual or potential customers or vendors concerning your conduct as a Proforma Franchise Owner during a calendar year; your violation of or permitting a violation of any confidentiality or nondisclosure covenant; if you become insolvent, assign your assets for the benefit of creditors; or if you consent to the initiation of proceedings to appoint a custodian or receiver of your assets, or if a custodial or receiver of your assets is assigned. Any notice will be deemed to have been given you two days after the date of the correspondence. i. Franchisee’s obligations on 14 Stop using our Licensed Marks and System in any way; pay us all termination/non-renewal you owe us including expenses we incurred because of your default; payments due us immediately, including, service fees and marketing fees which we would collect normally when we receive

Section in Franchise or Provision Other Agreement Summary* payment from customers of your Franchised Business; give us a list of your employees, clients, customers, client and customer contacts, their respective addresses and telephone numbers; give us a statement of all outstanding obligations you have to third parties; assign to us or our designee all customer accounts or contracts developed by or for the Franchised Business; transfer your phone numbers and directory listings to us or our designee; cease using in advertising or otherwise methods, techniques or procedures associated with the System. Return to us all copies of the Manual, Success System©, and the Proforma Success University Training Binder©, ProOfficeSM (and any successor system) and its manuals, our trade secrets and confidential materials and all our other property. You will retain no copy or record of any of the above, except your copy of this Agreement, any correspondence between the parties, and any other document which you reasonably need for compliance with applicable laws. j. Assignment of contract by 12(a) We may freely transfer our rights and duties under the Franchise franchisor Agreement and the transfer will be binding upon and inure to the benefit of our successors and assigns. k. “Transfer” by franchisee – 12(b) Includes all changes of ownership rights in the Franchise defined Agreement, the Franchised Business, its assets or you, the Franchise Owner. l. Franchisor approval of 12(b) Our approval is required for every Transfer; Transfers must follow transfer by franchisee the standards and procedures we prescribe in the Agreement and Manual. m. Conditions for franchisor 12(c)(d),(e) , (f) Comply with requirements described in the Agreement and approval of transfer (g), (h) Manual and guaranty your obligations if we so request; notify us of any transfer of customer accounts prior to the actual transfer; give us a copy of the executed purchase agreement; you must complete the transfer within 60 days after we receive the notice of intent to transfer; give us a first right of refusal to acquire what you propose to transfer; sign a release of your claims against us. n. Franchisor’s right of first 12(h) Before completing a Transfer, you must comply with procedures refusal to acquire in the Agreement and Manual which give us a right of first refusal franchisee’s business to purchase whatever you propose to Transfer. We may acquire any interest proposed for a transfer by paying you the material economic terms of the proposal, less any broker’s commission.

Section in Franchise or Provision Other Agreement Summary* o. Franchisor’s option to Not applicable Not applicable. purchase franchisee’s business p. Death or disability of 12(i), 12(j) & 12(k) Regardless of the above, if your designated survivor continues to franchisee meet our qualifications as a Franchise Owner and desires to acquire and retain your interest in the Franchise and to continue to operate the Franchised Business, the designated survivor may do so if he or she agrees to be bound by this Agreement, guarantees your obligations to us, completes our initial training program if we require it, and commences operation of the Franchised Business within 30 days following your death. If the designated survivor does not desire to acquire or retain your interest, the designated survivor will have a reasonable period of time, but no more than 60 days, to make a transfer to a transferee acceptable to us, subject to the procedures described above. If we have not designated another party, including a Franchise Owner, to service your accounts, the designated survivor must, throughout this period, fulfill all your duties under this Agreement. The designated survivor’s rights will be subject to and enforceable under the laws of your state. If you become incapacitated or disabled to the extent which we conclude interferes with your ability to fulfill your obligations under this Agreement, at our option we may designate an individual to fulfill your obligations under this Agreement, and/or we may require your shareholders, partners, conservator, or guardian to transfer or sell the rights under this Agreement to a third party whom we approve. Any transfer of this nature must be concluded within a reasonable time not to exceed 60 days. If we appoint a Designee to operate your Franchised Business, unless your Successor and the Designee agree upon a different formula, all net proceeds which are generated as a result of sales the Designee makes, will be split 50/50. All sales taxes and other business expenses must be paid by the Franchised Business. We and the Designee may condition appointment of a Designee on your Survivor’s indemnifying and releasing us and the Designee from claims arising out of the way the Designee operates the Franchised Business.

Section in Franchise or Provision Other Agreement Summary* q. Non-competition 2(b) & 11(a) We have an account protection resolution policy (that we may covenants during the term of amend from time-to-time) that may restrict where or to whom or by the franchise what media you may sell products and/or services you are authorized to sell through the Franchised Business. You may not engage in any business, similar to the Franchised Business, without our prior approval; you must devote full time and best efforts to the operation of the Franchised Business; you may not divert business of the System to others or disclose confidential information to others. If you own or work in a business other than the Franchised Business which sells products or services which are added to the Proforma System after the Effective Date of your Agreement, we may require you to discontinue sales of the products or services through the other businesses, to sell them only through the Franchised Business (subject to an adjustment on fees), or to discontinue owning more than 5% of the non-Proforma business, or discontinue working for it. You may neither solicit nor sell products to prospects or customers which we designate as exclusive to other Franchise Owners or franchise applicants. r. Non-competition 11(c) Unless you pay us an Account Acquisition Fee as described in covenants after the franchise Paragraph 13(e), page 7 of the Agreement, and comply with Section is terminated or expires 14, the requirements for one year after the Agreement terminates, you, your guarantors and your employees may not sell any products or services which are competitive with those offered through the Proforma System to anyone who was a customer of your Franchised Business or another Franchise Owner’s Franchised Business; contact any vendor or supplier of the Franchised Business for the purpose of buying products or services on behalf of any third party, except for vendors and suppliers expressly exempted. Exempted vendors and suppliers are those with whom you had transacted business prior to the Effective Date of your Agreement; provided, however, if the Agreement is a Renewal Agreement pursuant to Line 7 of the Agreement Summary Pages, then exempted vendors and suppliers are those with whom you had transacted business prior to operating your Proforma Franchised Business. A Franchise Owner with Relevant Industry Experience or a Conversion Franchise (as defined in Item 5) may be authorized to

Section in Franchise or Provision Other Agreement Summary* continue business with accounts served before executing the Agreement, provided such accounts are identified on Schedule 1 of the Agreement, if applicable. If this is a Renewal Agreement, only those customers identified on your original Schedule 1 of your initial franchise agreement shall be included on this Renewal Agreement’s Schedule 1. s. Modification of the 18(c) We may modify the System and our standards through changes to agreement the Manual or any other document, so long as the modifications do not conflict with your express rights created by the Agreement. We may change the Agreement during its term only by mutual agreement or with the approval of the OAC or a comparable approved association or cooperative.

t. Integration/merger clause 22(d) Only the written terms of the Agreement and this disclosure document are binding on you and us (subject to state law). We may agree to terms which differ from what is described in this disclosure document. In that case, the terms of the final written agreement shall control. Other statements or promises are not enforceable. u. Dispute resolution by Not applicable We are not required to arbitrate or mediate claims. arbitration or mediation v. Choice of forum 21 Any litigation between you and us will take place in Cuyahoga County, Ohio unless a valid law in your state prohibits our requiring you to litigate there. w. Choice of law 21 The law of the state in which you reside relating to rights of franchise purchasers governs your rights. Otherwise, our respective rights and duties shall be governed by the law of Ohio without regard to its laws pertaining to conflicts of law. That law will prevail in the event of any conflict of law.

* This is only a summary. Language of the Agreement and associated agreements alone defines your rights and duties. Please read the agreements thoroughly. These states have statutes which may supersede the Agreement in your relationship with us including the areas of termination and renewal of your Agreement: ARKANSAS [Stat. Section 70-807], CALIFORNIA [Bus. & Prof. Code Sections 20000-20043], CONNECTICUT [Gen. Stat. Section 42-133 e et seq.], DELAWARE [Code, tit. 6, Ch. 25, Sections 2551-2556], HAWAII [Rev. Stat. Section 482E-1], ILLINOIS [815 ILCS 705/1-44], INDIANA [Stat. Section 23-2-2.7], IOWA [Code sections 523H.1-23H.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].

18. PUBLIC FIGURES No compensation or other benefit is given or promised to a public figure for the use of the public figure in the name or symbol of the Franchise or for the endorsement or recommendation of the Franchise by the public figure in advertisement. You have no rights to use the name of any public figure for purposes of promotional efforts, advertising or endorsements, except with our prior consent. No public figure is involved in the actual management or control of us. No public figure has any investment in the franchise operation.

19. FINANCIAL PERFORMANCE REPRESENTATIONS The FTC’s Franchise Rule permits a franchisor to provide information about the actual or potential financial performance of its franchised and/or franchisor-owned outlets, if there is a reasonable basis for the information, and if the information is included in the disclosure document. Financial performance information that differs from that included in Item 19 may be given only if: (1) a franchisor provides the actual records of an existing outlet that you are considering buying; or (2) a franchisor supplements the information provided in this Item 19, for example, by providing information about possible performance at a particular location or under particular circumstances.

STATEMENT OF FRANCHISE OWNERS5 GROSS SALES AND GROSS PROFITS

To help you evaluate our franchise opportunity, we have compiled certain Gross Sales, Gross Profit, and Average Order Size information for the calendar year ending December 31, 2008. We have compiled the information for each franchise classification based upon information Franchise Owners have reported through our system. We did not audit this information. We have computed the average Gross Sales, Gross Profit, Gross Profit Percentage, and Average Order Size for each type of franchise based upon information we have collected in the ordinary course of business1. You should not rely on this information to predict the sales or profits you could derive from operating one of our franchises. We will substantiate the data used in preparing this sales/earnings information described in Item 19 to the prospective franchisee on reasonable request.

We compiled this information only from Franchise Owners whose franchised businesses were in operation for the entire year. Results from Franchise Owners who either began or terminated their franchise relationship with us during 2008 are not included2,3,4. All amounts are in U.S. Dollars.

The Gross Profit information was derived by subtracting the reported Cost of Goods Sold from the reported Gross Sales. From their Gross Profits, Franchise Owners pay us fees and pay all the business, wage and debt service expenses associated with running their businesses, including any taxes.

Franchise Owners are classified as Start-Up or RIE. A Start-Up Franchise Owner is a Franchise Owner entering our franchise system without Relevant Industry Experience (defined in Item 5). A RIE Franchise Owner is a Franchise Owner entering our franchise system with Relevant Industry Experience. RIE includes both Relevant Industry Experience and Conversion franchises. For a complete description of these categories, please see Item 5 of this disclosure document.

If you become a Proforma Franchise Owner, your financial results are likely to differ from the averages presented in the following charts.

1 Information was gained from the sales recorded by our Franchise Owners and vendor payments we advanced on their behalf in the ordinary course of business. 2. The tables do not include information on 101 Franchise Owners that began their affiliation with us during 2008. 3. The tables do not include information on 66 Franchise Owners that were terminated during 2008. 4. The averages would differ had the results of new and former Franchise Owners been included. 5. The tables are shown in U.S. dollars unless otherwise noted.

Franchises with Gross Sales Greater Than $400,000 (193 Owners Representing 34% of the Franchised Businesses Reported in Item 19)

In calendar year 2008, 193 Franchise Owners in the survey had sales greater than $400,000. These 193 Franchise Owners include 162 RIE Franchise Owners and 31 Start-Up Franchise Owners. This group represents 34% of the total number of Franchise Owners that were in operation for the entire calendar year of 2008 and reported in item 19. The reported information does not include the results of 66 Franchise Owners whose affiliation with us terminated during 2008, including 4 Start-Up Franchise Owners and 62 RIE Franchise Owners. The reported information does not include the results of 101 Franchise Owners whose affiliation with us began during 2008, including 8 Start-Up Franchise Owners and 93 RIE Franchise Owners. All amounts are in U.S. Dollars.

FRANCHISES WITH GROSS SALES OVER $400,0001

Total Start-Up RIE

Sales Greater than $400,000 193 31 162

Sales Greater than $1 Million 62 5 57

Sales Greater than $2 Million 21 -- 21

Sales Greater than $5 Million 4 -- 4

Sales Greater than $10 Million 2 -- 2

1. The lower dollar tiers shown above are inclusive of the data in the higher dollar tiers. For example, the 2 Franchise Owners selling more than $10 Million are included in every other tier.

Franchises with Gross Profit Greater Than $100,0002 (260 Owners Representing 49% of the Franchised Businesses Reported in Item 19)

In calendar year 2008, 260 Franchise Owners in the survey had Gross Profit greater than $100,000. These 260 Franchise Owners include 211 RIE Franchise Owners and 49 Start-Up Franchise Owners. This group represents 49% of the total number of Franchise Owners that were in operation for the entire calendar year of 2008 and reported in item 19. The reported information does not include the results of 66 Franchise Owners whose affiliation with us terminated during 2008, including 4 Start-Up Franchise Owners and 62 RIE Franchise Owners. The reported information does not include the results of 101 Franchise Owners whose affiliation with us began during 2008, including 8 Start-Up Franchise Owners and 93 RIE Franchise Owners. All amounts are in U.S. Dollars.

FRANCHISES WITH GROSS PROFIT OVER $100,0001

Total Start-Up RIE

Gross Profit Greater than $100,000 260 49 211

Gross Profit Greater than $250,000 88 11 77

Gross Profit Greater than $500,000 36 2 34

Gross Profit Greater than $750,000 19 -- 19

Gross Profit Greater than $1 Million 8 -- 8

1. The lower dollar tiers shown above are inclusive of the data in the higher dollar tiers. For example, the 8 Franchise Owners with Gross Profit greater than $1 Million are included in every other tier. 2 The Gross Profit figure does not include 42 (8%) Franchise Owners that were in operation for the entire year, but had insufficient information to complete this section.

Franchises with Gross Profit Greater Than 35% (325 Owners Representing 62% of the Franchised Businesses Reported in Item 19)2

In calendar year 2008, 325 Franchise Owners in the survey had gross profit greater than 35%. These 325 Franchise Owners include 253 RIE Franchise Owners and 72 Start-Up Franchise Owners. This group represents 62% of the total number of Franchise Owners that were in operation for the entire calendar year of 2008 and reported in item 19. The reported information does not include the results of 66 Franchise Owners whose affiliation with us terminated during 2008, including 4 Start-Up Franchise Owners and 62 RIE Franchise Owners. The reported information does not include the results of 101 Franchise Owners whose affiliation with us began during 2008, including 8 Start-Up Franchise Owners and 93 RIE Franchise Owners. All amounts are in U.S. Dollars.

FRANCHISES WITH GROSS PROFIT OVER 35%1

Total Start-Up RIE

Gross Profit Greater than 35% 325 72 253

Gross Profit Greater than 40% 153 30 123

Gross Profit Greater than 45% 40 8 32

Gross Profit Greater than 50% 7 2 5

Gross Profit Greater than 55% 4 1 3

1. The lower dollar tiers shown above are inclusive of the data in the higher dollar tiers. For example, the 4 Franchise Owners with Gross Profit greater than 55% are included in each prior tier. 2 The Gross Profit figure does not include 42 (8%) Franchise Owners that were in operation for the entire year but had insufficient information to complete this section.

Average Order Size by Franchise Owner (568 Franchise Owners)

The Average (mean) Order Size by Franchise Owner during calendar year 2008 was $8891. The Average Order Size for a Start-Up Franchise Owner was $799. The Average Order Size for an RIE Franchise Owner was $904. The reported information does not include the results of 66 Franchise Owners whose affiliation with us terminated during 2008, including 4 Start-Up Franchise Owners and 62 RIE Franchise Owners. The reported information does not include the results of 101 Franchise Owners whose affiliation with us began during 2008, including 8 Start-Up Franchise Owners and 93 RIE Franchise Owners. All amounts are in U.S. Dollars.

AVERAGE ORDER SIZE BY FRANCHISE OWNER

Total Start-Up RIE Number of Owners Reported 568 125 443

Average Order Size $889 $799 $904

Owners Exceeding Average 288 64 224

% Exceeding Average 50.70% 51.20% 50.56%

Range $0 – 38,862 $137 - $15,025 $0 - $38,862

Lowest Single Order $0 $0 $0

Highest Single Order2 $578,1203 $132,7503 $578,1203

1. The average order size was calculated by dividing Gross Sales by the Total Number of Orders for each Franchise Owner. 2. The Highest Single Order was rounded to the nearest thousand dollars for presentation purposes. 3. The Highest Single Order was the highest individual order for a Franchise Owner out of a total of 325,924 total orders in calendar year 2008, including 46,165 Start-Up Franchise Owner Orders and 279,760 RIE Franchise Owner Orders.

Million Dollar Club Franchises 2 (62 Franchise Owners Representing 11% of the Franchised Businesses Reported in Item 19)

The Average (mean) Gross Sales for our 62 Million Dollar Club Franchise Owners during calendar year 2008 was $2,311,733. These 62 Franchise Owners comprising the Million Dollar Club include 57 RIE Franchise Owners and 5 Start-Up Franchise Owners that exceeded $1 million dollars in annual gross sales during the calendar year 2008. This group represents 11% of the total number of Franchise Owners that were in operation for the entire calendar year of 2008 and reported in Item 19. All amounts are in U.S. Dollars.

FRANCHISES REACHING OVER $1 MILLION IN GROSS SALES

Gross Sales Average Gross Sales1 Reported (62) $2,311,733

Number And % Meeting or Exceeding Average Reported 16 / 26.0%

Range of Gross Sales

Reported $1,000,860 - $14,692,553

Ranges and Averages of Gross Sales

"Top (20)" Range $2,140,396 - $14,692,553 Average $4,366,751

“Middle (21)” Range $1,269,119 - $2,027,387 Average $1,570,733

“Bottom (21)” Range $1,000,860 - $1,241,140 Average $1,095,573

1. The averages are calculated by dividing the sum of the sales amounts by the number of Franchises represented. Numbers in parentheses are the number of Franchises represented in the calculations. 2. Franchise Owners that had over $1 million in annual sales (U.S. Dollars) in 2008. 3 The Gross Sales figure does not include 1 Canadian Franchise Owner that was eligible for the Million Dollar Club but had sales of less than $1 Million U.S. Dollars once the respective Gross Sales were converted from Canadian Dollars to U.S. Dollars. The average Gross Sales figure for this Franchise Owner was $1,022,741, Canadian Dollars..

Start-Up Franchises [Franchise Owners entering the system without Relevant Industry Experience]

The Average (mean) Gross Sales for Start-Up Franchise Owners during calendar year 2008 was $307,4034. This includes 117 Start-Up Franchise Owners who were eligible for inclusion in this report. The reported information does not include the results of 4 Start-Up Franchise Owners whose affiliation with us terminated during 2008. The reported information does not include the results of 8 Start-Up Franchise Owners whose affiliation with us began during 2008. All amounts are in U.S. Dollars.

START UP FRANCHISES

Gross Sales Gross Profit2,3 Gross Profit% Averages by Category1 Reported (117) $307,403 $110,788 36.0%

Number And % Meeting or Exceeding Average Reported 43 / 37% 45 / 38% 59 / 50.4%

Ranges Reported $797 - $1,664,440 $379 - $605,846 19.2% - 56.4%

Ranges and Averages Grouped by Gross Sales “Top (39)” Range $334,663 - $1,664,440 $103,231 - $605,846 23.4% - 46.9% Average $615,224 $222,256 36.1%

“Middle (39)” Range $162,341 - $330,465 $46,187 - $134,204 22.7% - 49.8% Average $235,117 $83,558 35.4%

“Bottom (39)” Range $797 - $158,460 $379 - $59,300 19.2% - 56.4% Average $71,867 $26,550 37.1%

1. The averages are calculated by dividing the sum of the amounts or percentages reported in each category by the number of Franchises represented. Numbers in parentheses are the number of Franchises represented in the calculations. 2. The cost of goods used in determining Gross Profit only includes those amounts we advance to vendors on behalf of the Franchise Owners. Our Franchise Owners incur other related costs associated with these sales that are not referenced in these amounts. 3. The Franchise Owner’s net profit is determined by subtracting from the Gross Profit the following items: fees paid to us, the salary paid to staff and self, rent, insurance and all other overhead costs associated with operating the Franchise. 4 The Gross Sales figure does not include 8 (6%) Start-Up Franchise Owners that were in operation for the entire year but had insufficient information to complete this section. The Average Gross Sales figure for these 8 Franchise Owners was $116,116 (38% of these 8 Franchise Owners achieved or exceeded this Average Gross Sales figure).

RIE Franchises [Franchise Owners entering the system with Relevant Industry Experience]

The Average (mean) Gross Sales for RIE Franchise Owners during calendar year 2008 was $553,2624. This includes 409 RIE Franchise Owners who were eligible for inclusion in this report. The reported information does not include the results of 62 RIE Franchise Owners whose affiliation with us terminated during 2008. The reported information does not include the results of 93 RIE Franchise Owners whose affiliation with us began during 2008. All amounts are in U.S. Dollars.

RIE FRANCHISES

Gross Sales Gross Profit2,3 Gross Profit% Averages by Category1 Reported (409) $553,262 $191,995 34.7%

Number And % Meeting or Exceeding Average Reported 107 / 26.2% 109 / 26.7% 262 / 64.1%

Ranges Reported $7,567 - $11,726,558 $1,523 - $3,453,740 16.1% - 62.1%

Ranges and Averages Grouped by Gross Sales "Top (136)" Range $461,730 - $11,726,558 $134,313 - $3,453,740 16.5% - 62.1% Average $1,247,573 $424,219 35.7%

“Middle (136)” Range $197,306 - $459,797 $33,919 - $203,910 16.1% - 49.6% Average $298,258 $109,141 36.7%

“Bottom (137)” Range $7,567 - $196,597 $1,523 - $89,816 17.5% - 60.2% Average $117,162 $43,716 37.2%

1. The averages are calculated by dividing the sum of the amounts or percentages in each category by the number of Franchises represented. Numbers in parentheses are the number of Franchises represented in the calculations. . 2 The cost of goods used in determining Gross Profit includes only those amounts we paid to vendors on behalf of these Franchise Owners. Our Franchise Owners incur other related costs associated with these sales that are not referenced in these amounts. 3 The Franchise Owner’s net profit is determined by subtracting from the Gross Profit the following items: fees paid to us, the salary paid to staff and self; rent; insurance and all other overhead costs associated with operating the Franchise. 4 The Gross Sales figure does not include 34 (8%) RIE Franchise Owners that were in operation for the entire year but had insufficient information to complete this section. The Average Gross Sales figure for these 34 Franchise Owners was $785,186 (15% of these 34 Franchise Owners achieved or exceeded this Average Gross Sales figure).

20. OUTLETS AND FRANCHISEE INFORMATION

Table No. 1 Systemwide Outlet Summary For years 2006 to 2008

Column 1 Column 2 Column 3 Column 4 Column 5 Outlet Type Year Outlets at the Start Outlets at the End Net Change of the Year of the Year 2006 604 604 0 Franchised 2007 604 632 +28 2008 632 667 +35 2006 0 0 0 Company-owned 2007 0 0 0 2008 0 0 0 2006 604 604 0 Total Outlets 2007 604 632 +28 2008 632 667 +35

Table No. 2 Transfers of Outlets from Franchisees to New Owners (Other than the Franchisor) For years 2006 to 2008

Column 1 Column 2 Column 3 State Year Number of Transfers 2006 0 Alabama 2007 1 2008 1 2006 0 Florida 2007 1 2008 1 2006 0 Maine 2007 0 2008 1 2006 0 Wisconsin 2007 0 2008 1 2006 0 Total 2007 2 2008 2

Table No. 3 Status of Franchised Outlets For years 2006 to 2008

Col. 1 Col. 2 Col. 3 Col. 4 Col. 5 Col. 6 Col. 7 Col. 8 Col. 9 Outlets Ceased Reacquired Outlets at Outlets Non- Operations- State Year Terminations by at End Start Opened Renewals Other Franchisor of Year of Year Reasons 2006 7 0 0 0 0 0 7 Alabama 2007 7 0 0 0 0 0 8 2008 8 0 0 0 0 2 7 2006 10 0 0 0 0 0 10 Arizona 2007 10 2 1 0 0 0 10 2008 10 2 2 0 0 1 10 2006 3 1 0 0 0 0 4 Arkansas 2007 4 0 1 0 0 0 3 2008 3 0 0 0 0 0 3 2006 66 4 1 1 0 2 67 California 2007 67 8 0 0 0 0 74 2008 74 14 4 0 0 7 78 2006 10 0 2 0 0 0 8 Colorado 2007 8 1 0 0 0 0 9 2008 9 3 0 0 0 0 11 2006 9 1 0 0 0 1 9 Connecticut 2007 9 0 1 0 0 0 7 2008 7 1 0 0 0 0 8 2006 1 0 0 0 0 0 1 Delaware 2007 1 0 0 0 0 0 1 2008 1 0 0 0 0 0 1 2006 31 4 0 0 0 1 36 Florida 2007 36 6 4 0 0 1 38 2008 38 5 3 0 0 3 38 2006 17 2 1 0 0 3 15 Georgia 2007 15 2 0 0 0 1 16 2008 16 7 0 0 0 2 21 2006 2 0 0 0 0 0 2 Hawaii 2007 2 0 1 0 0 0 0 2008 0 0 0 0 0 0 1 2006 1 0 0 0 0 0 1 Idaho 2007 1 0 0 0 0 0 1 2008 1 0 0 0 0 0 1 2006 30 2 1 1 0 1 29 Illinois 2007 29 9 2 0 0 0 36 2008 36 6 1 0 0 1 40 2006 15 1 1 0 0 0 15 Indiana 2007 15 2 0 0 0 0 16 2008 16 2 0 0 0 0 17 2006 2 0 0 0 0 0 2 Iowa 2007 2 0 0 0 0 0 2 2008 2 2 0 0 0 0 4 2006 5 1 0 0 0 1 5 Kansas 2007 5 0 0 0 0 0 5 2008 5 3 0 0 0 0 7

Col. 1 Col. 2 Col. 3 Col. 4 Col. 5 Col. 6 Col. 7 Col. 8 Col. 9 Outlets Ceased Reacquired Outlets at Outlets Non- Operations- State Year Terminations by at End Start Opened Renewals Other Franchisor of Year of Year Reasons 2006 6 0 0 0 0 1 5 Kentucky 2007 5 2 0 0 0 0 7 2008 7 1 0 0 0 0 8 2006 3 0 0 0 0 0 3 Louisiana 2007 3 0 0 0 0 0 3 2008 3 1 0 0 0 0 4 2006 2 0 1 0 0 0 1 Maine 2007 1 0 0 0 0 0 1 2008 1 0 0 0 0 0 1 2006 15 0 0 1 0 0 13 Maryland 2007 13 3 0 0 0 0 15 2008 15 1 1 0 0 0 16 2006 24 2 3 1 0 0 23 Massachusetts 2007 23 3 1 1 0 0 25 2008 25 4 1 0 0 2 25 2006 12 4 1 1 0 0 15 Michigan 2007 15 1 1 0 0 1 14 2008 14 5 0 0 0 1 17 2006 7 1 0 0 0 0 8 Minnesota 2007 8 1 2 0 0 0 7 2008 7 1 1 0 0 0 7 2006 2 1 0 0 0 0 2 Mississippi 2007 2 0 1 0 0 0 2 2008 2 0 1 0 0 0 1 2006 5 1 0 0 0 1 5 Missouri 2007 5 1 1 0 0 0 5 2008 5 0 0 0 0 0 5 2006 1 0 0 0 0 0 1 Montana 2007 1 0 0 0 0 0 1 2008 1 0 0 0 0 0 1 2006 4 0 1 0 0 0 3 Nebraska 2007 3 0 0 0 0 0 3 2008 3 1 0 0 0 0 4 2006 3 0 0 0 0 0 4 Nevada 2007 4 1 1 0 0 0 3 2008 3 1 0 0 0 0 4 2006 3 0 0 0 0 1 2 New Hampshire 2007 2 0 0 0 0 0 2 2008 2 1 0 0 0 0 4 2006 31 2 2 0 0 0 29 New Jersey 2007 29 1 1 0 0 0 28 2008 28 3 2 0 0 2 27 2006 1 0 0 0 0 0 1 New Mexico 2007 1 0 0 0 0 0 1 2008 1 0 0 0 0 0 1 2006 23 2 0 0 0 1 23 New York 2007 23 3 0 1 0 1 23 2008 23 4 0 0 0 3 24 2006 17 4 1 0 0 0 22 North Carolina 2007 22 3 2 0 0 0 23 2008 23 4 0 2 0 0 26

Col. 1 Col. 2 Col. 3 Col. 4 Col. 5 Col. 6 Col. 7 Col. 8 Col. 9 Outlets Ceased Reacquired Outlets at Outlets Non- Operations- State Year Terminations by at End Start Opened Renewals Other Franchisor of Year of Year Reasons 2006 2 0 1 0 0 0 1 North Dakota 2007 1 0 0 0 0 0 0 2008 0 0 0 0 0 0 0 2006 47 7 1 0 0 1 53 Ohio 2007 53 9 2 0 0 1 56 2008 56 8 1 0 0 2 62 2006 3 0 1 0 0 0 2 Oklahoma 2007 2 0 0 0 0 0 2 2008 2 0 1 0 0 0 1 2006 4 1 1 0 0 0 4 Oregon 2007 4 1 0 0 0 0 5 2008 5 1 0 0 0 1 4 2006 21 4 0 0 0 1 27 Pennsylvania 2007 27 1 1 0 0 0 27 2008 27 4 0 1 0 1 28 2006 7 0 0 0 0 0 8 South Carolina 2007 8 1 0 0 0 2 7 2008 7 1 0 1 0 0 7 2006 0 0 0 0 0 0 0 South Dakota 2007 0 0 0 0 0 0 0 2008 0 1 0 0 0 0 1 2006 14 0 0 0 0 0 14 Tennessee 2007 14 0 1 0 0 0 14 2008 14 1 1 0 0 1 13 2006 42 1 1 0 0 2 38 Texas 2007 38 5 3 0 0 1 41 2008 41 7 0 1 0 2 45 2006 6 0 0 0 0 0 6 Utah 2007 6 1 0 0 0 0 7 2008 7 0 0 1 0 0 6 2006 1 0 0 0 0 0 1 Vermont 2007 1 0 0 0 0 0 1 2008 1 0 0 0 0 0 1 2006 13 0 0 0 0 0 12 Virginia 2007 12 1 0 0 0 1 12 2008 12 1 0 0 0 1 12 2006 12 0 1 0 0 1 10 Washington 2007 10 1 1 0 0 0 12 2008 12 0 0 0 0 0 12 2006 2 0 1 0 0 0 1 West Virginia 2007 1 0 0 0 0 0 1 2008 1 0 1 0 0 0 0 2006 17 0 0 0 0 2 15 Wisconsin 2007 15 1 1 1 0 0 14 2008 14 2 0 0 0 1 14 2006 0 0 0 0 0 0 0 Wyoming 2007 0 0 0 0 0 0 0 2008 0 0 0 0 0 0 0 2006 43 4 4 0 0 0 43 Canada 2007 43 3 2 2 0 0 42 2008 42 3 1 0 0 6 39

Table No. 4 Status of Company-Owned Outlets For years 2006 to 2008

Col. 1 Col. 2 Col. 3 Col. 4 Col. 5 Col. 6 Col. 7 Col. 8 Outlets Outlets at Outlets Sold Outlets at Outlets Reacquired Outlets State Year Start of to End of the Opened from Closed the Year Franchisee Year Franchisee 2006 0 0 0 0 0 0 All United 2007 0 0 0 0 0 0 States 2008 0 0 0 0 0 0 All 2006 0 0 0 0 0 0 Canadian 2007 0 0 0 0 0 0 Provinces 2008 0 0 0 0 0 0 2006 0 0 0 0 0 0 Totals 2007 0 0 0 0 0 0 2008 0 0 0 0 0 0

* We never have had a company-owned unit. However, our predecessor, Proforma, operated a business similar to those we franchise in Cleveland, Ohio. Proforma, Inc. sold this unit in July, 1995 and has no intention of opening additional units.

Table No. 5 Projected Openings As Of December 31, 2008

Column 1 Column 2 Column 3 Column 4 State Franchise Agreements Projected New Projected New Signed But Outlet Not Franchised Outlet In the Company-Owned Outlet Opened Next Fiscal Year In the Next Fiscal year Alabama 0 1 0 Alaska 0 1 0 Arizona 0 2 0 Arkansas 0 1 0 California 0 4 0 Canada 0 5 0 Colorado 0 1 0 Connecticut 0 1 0 Delaware 0 1 0 District of Columbia 0 1 0 Florida 0 4 0

Column 1 Column 2 Column 3 Column 4 State Franchise Agreements Projected New Projected New Signed But Outlet Not Franchised Outlet In the Company-Owned Outlet Opened Next Fiscal Year In the Next Fiscal year Georgia 0 2 0 Hawaii 0 1 0 Idaho 0 1 0 Illinois 0 2 0 Indiana 0 4 0 Iowa 0 1 0 Kansas 0 1 0 Kentucky 0 2 0 Louisiana 0 1 0 Maine 0 1 0 Maryland 0 3 0 Massachusetts 0 3 0 Michigan 0 4 0 Minnesota 0 2 0 Mississippi 0 1 0 Missouri 0 2 0 Montana 0 1 0 Nebraska 0 1 0 Nevada 0 1 0 New Hampshire 0 1 0 New Jersey 0 3 0 New Mexico 0 1 0 New York 0 3 0 North Carolina 0 2 0 North Dakota 0 1 0 Ohio 0 5 0 Oklahoma 0 1 0 Oregon 0 1 0 Pennsylvania 0 4 0 Rhode Island 0 1 0 South Carolina 0 3 0 South Dakota 0 1 0 Tennessee 0 3 0 Texas 0 4 0 Utah 0 1 0 Vermont 0 1 0 Virginia 0 3 0 Washington 0 2 0 West Virginia 0 1 0 Wisconsin 0 1 0 Wyoming 0 1 0 Total 0 100 0

1. We never have had a company-owned unit. However our predecessor, Proforma, operated a business similar to the ones we franchise in Cleveland, Ohio. Proforma, Inc. sold this unit in July 1995 and has no intention of opening additional units. 2. No Agreements have been signed by Franchise Owners who were not conducting business. We plan to open no “company-owned” offices during our 2009 calendar year. 3. This projection is only an estimate. It neither reflects the number of leads in our possession when the table was prepared nor the results of any market survey.

Current Franchise Owners

Attached to this Disclosure Document as Exhibit C is a list of all Franchise Owners and the addresses and telephone numbers of their outlets.

Former Franchise Owners

The following lists the name, city and state, and the current business telephone number (or, if unknown, the last known home telephone number) of every franchise who had an outlet terminated, canceled, not renewed, or otherwise voluntarily or involuntarily ceased to do business under the franchise agreement during the most recent completed fiscal year or who has not communicated with us within 10 weeks of the issue date of this disclosure document. If you buy this franchise, your contact information may be disclosed to other buyers when you leave the franchise system.

Name City and State Telephone Mouain Alassal Edmonton, AB 780-628-4427 Loni Radford Grande Prairie, AB 780-357-1164 Scott Morris Florence, AL 256-766-8166 Alicia Boykin-Searcy Birmingham, AL 205-803-4192 Kathleen & Richard Pipenhagen Chandler, AZ 480-883-6966 Kevin & Robin Schlimgen Gilbert, AZ 480-350-7239 Aaron Saunders Paradise Valley, AZ 480-425-0185 Arthur Mole Surrey, BC 604-589-2234 Leslie Dabney Livermore, CA 925-960-0610 Dee Murphy Santee, CA 619-449-6578 Theresa Sgrignoli Folsom, CA 800-555-5816 Aaron & Diana May Magalia, CA 888-800-9440 Glenn Cummings Granite Bay, CA 916-791-9299 Mayank & Neeta Shah Stevenson Ranch, CA 661-253-1903 John Justice Apple Valley, CA 760-885-5354 Rick Simpson Murrieta, CA 951-600-9749 Robert Davis Clovis, CA 559-287-2693 Patricia Barnes Dana Point, CA 949-542-3681 Bob Bowers Bonita, CA 619-434-6696 Adam Rice Jacksonville Beach, FL 904-685-2420 Dave Kemlage Orange Park, FL 904-813-6274 Jimmy Tam & Eileen Leung Hollywood, FL 954-303-3920 Lenthron Whiteside Avenura, FL 305-932-4968 Joel & Jennifer Lazar Orlando, FL 800-319-2476

Al Silva Tampa, FL 813-503-0000 Jayne Hubbell Norcross, GA 770-242-5987 Sonia Wignall Fayetteville, GA 770-306-5591 Joe Shetley Salem, IL 618-548-1556 Mark Losiak Minooka, IL 815-521-4670 Dick Charbonnier Haverhill, MA 978-373-9795 John Johnson Holliston, MA 508-429-8744 Rina Wedel Westborough, MA 508-329-4683 John Vander Kooy Winnipeg, MB 204-470-3333 Tom Kunkel Bel Air, MD 410-803-1314 Christine Mann & Charles Ouellette Milan, MI 734-439-2904 John Geier Minnetonka, MN 612-978-3970 Joyce Wright Ashland, MS 800-868-9308 Janie Clayton Roxboro, NC 336-598-0883 Jim Burris Matthews, NC 704-841-8934 Pete Lamb Farmingdale, NJ 732-751-0023 Howard Mayer Mt. Laurel, NJ 856-722-7529 Peter Hyland Cherry Hill, NJ 856-751-0500 Chris Ludwig Milford, NJ 908-995-8828 Chris Coke Rochester, NY 585-242-2097 Henry Brigham Camillus, NY 315-468-3700 Tom Dougherty Rochester, NY 585-224-3710 Brian Allman & Brad Burch Tallmadge, OH 330-633-0203 Gene Toth Hudson, OH 330-656-3793 Heidi Kisela Brookpark, OH 216-862-0578 Henry Dinneen Tulsa, OK 918-494-2708 Bob Brown Barrie, ONT 888-476-4776 Elias Korah Mississauga, ONT 905-268-0135 Adrian Smith Smiths Falls, ONT 613-283-6013 Melody Campbell Salem, OR 503-362-2095 Tom Moorhead Moon Township, PA 412-264-0282 Allen Dugan Glenside, PA 610-202-4535 Tom Hamer Mt. Pleasant, SC 843-884-6610 Robert Roberts Knoxville, TN 865-637-4006 Cindy Pontbriand Vonore, TN 423-884-3902 Dale & Judy Soderlund The Woodlands, TX 281-610-4676 John Giordano Fort Worth, TX 817-207-8531

Charles & Kathleen Webster Keller, TX 817-490-6182 Dallas Anderson Logan, UT 435-753-7771 Steve Bodley Roanoke, VA 540-343-1076 Mike & Ann Joyce Brookfield, WI 262-785-9553 Kimberly Patton Bluefield, WV 304-327-6644

Purchase of Previously-Owned Franchise

If you are purchasing a previously-owned franchised outlet, we will provide you additional information on the previously-owned franchised outlet in an addendum to this Disclosure Document.

Confidentiality Clauses

During the last three fiscal years, we have signed confidentiality clauses with current or former franchisees. Each confidentiality agreement was entered into as part of a settlement of a dispute between us and the current or former franchisee. In some instances, current and former franchisees sign provisions restricting their ability to speak openly about their experience with Proforma. You may wish to speak with current and former franchisees, but be aware that not all such franchisees will be able to communicate with you.

Trademark-Specific Franchisee Organizations

We sponsor an Owners Advisory Council (“OAC”). The Co-Presidents are Mike and Gidget Tracy, 11511 Katy Freeway, Suite 107, Houston, Texas 77079, (832) 448-0770, [email protected] and [email protected].

21. FINANCIAL STATEMENTS Exhibit B-1 is the consolidated Audited Financial Statement of PFG Ventures L.P. and PFG Properties Ltd. for the calendar years ending December 31, 2008 and 2007. Exhibit B-2 is the consolidated Audited Financial Statement of PFG Ventures, L.P. and PFG Properties Ltd. for the calendar years ending on December 31, 2007 and 2006. PFG Properties Ltd. guarantees the performance of PFG Ventures L.P. The respective guarantees of performance are included in Exhibit I.

22. CONTRACTS Exhibit A Standard Franchise Agreement for a Proforma Franchise Exhibit D Receivables and Security Agreement Exhibit E Software License and Support Agreement

23. RECEIPTS The Receipt for Prospective Franchise Owner and the Receipt for Franchisor is located following Exhibit I.

PFG VENTURES, L.P. FRANCHISE AGREEMENT

Exhibit A

Date: ______

PFG VENTURES, L.P.

PROFORMA FRANCHISE AGREEMENT

SUMMARY PAGES

These pages summarize the attached Franchise Agreement, the details of which will control in the event of any conflict. 1. Owner Name: Owner’s Residence: Street and Number: City, State, Zip Code: Telephone Number: Facsimile: E-Mail:

2. Franchise Owner’s Business Address: Street and Number City, State, Zip Code Telephone Number Facsimile ______E-Mail

3. Franchise Type: Start-Up Franchise □

(Start-Up Franchise Owners have a business background in industries other than business forms, commercial printing and/or specialty advertising, and are not designated as Relevant Industry Experience or as a Conversion Franchise)) Relevant Industry Experience: □

(Relevant Industry Experience means that either (a) in your role as a representative or employee of a company which primarily sold business forms, commercial printing and/or specialty advertising during the 12 consecutive months before you sign an Agreement, you can prove that you sold at least $300,000 of those products; or (b) you were in a role as a sales representative, sales employee, or direct sales support employee of a company that primarily sold business forms, commercial printing and/or specialty advertising for at least three years within the previous five years.) Conversion Franchise: □

(Conversion Franchise means that you have a controlling interest in an existing business that primarily sells business forms, commercial printing and/or specialty advertising which has been in operation for at least 12 consecutive months before signing an Agreement, and you can prove that sales of those products during that period were at least $300,000 according to the company’s most recent tax return or financial statement.)

Control No: PFG-US05132009-ED2

Start-Up Relevant Conversion Franchise Industry Franchise Experience

Initial Franchise $19,500 $0 $0 Fee:

Total Amount Due: $19,500 $0 $0

5. Monthly Service and Marketing Fees:

Monthly Sales Amount Collected Service Fee Marketing Fee Total

$0-$50,000 8.00% 1.00% 9.00% $50,001-$100,000 7.00% 0.75% 7.75% $100,001+ 6.00% 0.50% 6.50%

Example #1: Monthly Sales Amount Collected is $40,000.00* Sales Volume Collected Service Fee Marketing Fee Total Service Fee Paid $0-$50,000 8.00% 1.00% 9.00% $3,600 (9% x $40,000) $50,001-$100,000 7.00% 0.75% 7.75% $0 $100,001+ 6.00% 0.50% 6.50% $0 Weighted Average of Total Service Fee: 9.00% $3,600 (total fees on $40,000)

If you are a Conversion Franchise Owner, for the first six (6) months following the Business Commencement Date, your service fees will equal 4% of the Monthly Sales Amount Collected, and your marketing fee will be 0.5% of the Monthly Sales Amount Collected. Thereafter, you shall pay the fees prescribed above.

6. a. Agreement Effective Date: ______b. Business Commencement Date: ______

7. Renewal Agreement: Yes No

iii

8. Person(s) authorized to operate the Franchised Business:

______(Name)

______(Address)

______(City, State and Zip)

______(Telephone Number)

SCHEDULE 1

FOR FRANCHISE OWNERS WITH RELEVANT INDUSTRY EXPERIENCE/CONVERSION FRANCHISE

The following is comprised of the customers with over $1,000 in annualized sales of a Franchise Owner with Relevant Industry Experience or a Conversion Franchise during the 12 months prior to the Effective Date of the Franchise Agreement. If this is a Renewal Agreement, only those customers identified on your original Schedule 1 of your initial franchise agreement shall be included on this Renewal Agreement’s Schedule 1.

Customer Name City/State Sales Volume

TABLE OF CONTENTS

1. PARTIES AND RECITALS 1 2. GRANT OF FRANCHISE 1 3. TERM 1 4. OPERATING ASSISTANCE 2 5. FEES AND PAYMENTS 2 6. LICENSED MARKS 3 7. STANDARDS OF OPERATION 3 8. CONFIDENTIAL MATERIALS 4 9. ADVERTISING AND MARKETING 4 10. STATEMENTS AND RECORDS 5 11. COVENANTS 5 12. TRANSFER AND ASSIGNMENT OF AGREEMENT 6 13. DEFAULT AND TERMINATION 7 14. POST TERM OBLIGATIONS 8 15. INSURANCE 8 16. TAXES, PERMITS, AND INDEBTEDNESS 8 17. INDEMNIFICATION AND INDEPENDENT CONTRACTOR 9 18. WRITTEN APPROVALS, WAIVERS, AND AMENDMENT 9 19. ENFORCEMENT 9 20. NOTICES 9 21. GOVERNING LAW; WAIVER OF JURY TRIAL 10 22. SEVERABILITY; CONSTRUCTION; MERGER AND INTEGRATION 10 23. ACKNOWLEDGMENTS 10

1. PARTIES AND RECITALS a. This Franchise Agreement (“Agreement”) is made as of ______, 20__ , by and between PFG Ventures, L.P., an Ohio limited partnership, organized under the laws of Ohio, with its principal place of business at 8800 East Pleasant Valley Road, Cleveland, Ohio 44131 (“We” or “Us”), and ______(“You” or “Franchise Owner”), with a place of business at ______. “You” includes (i) each person who signs a Guaranty of Franchise Owner’s Undertakings for purpose of the covenants contained in this Agreement and for the purpose of assuming the Franchise Owner’s compliance with this Agreement, and (ii) each principal if this Agreement is executed by an entity or partnership. b. Our predecessors and we have developed a plan for operating a business, which sells printed business products and services such as business forms, commercial printing, specialty advertising items and related business supplies, called the “Proforma System” or “System.” We will modify the System to reflect improvements in operating procedures that you may use, and in the mix of products and services you may sell to your customers as a Proforma Franchise Owner. c. The use and promotion of our “Licensed Marks,” including Proforma® is a major part of our System. Our “Confidential Operations Manual” or “Manual” details our System, and contains the requirements and restrictions, which determine how you may use the System to operate a business using the Licensed Marks (“Franchised Business”). d. As a Proforma Franchise Owner you agree to operate your Franchised Business only in the manner explained in this Agreement and in the Manual. You and other franchise owners operating under this Agreement agree to change the way you operate your Franchised Business whenever changes in the Manual require you to, even if the changes require you to spend money. You also acknowledge that Proforma franchise owners have signed different franchise agreements at different times, that we have allowed some franchise owners to conduct business in ways which differ from the standard requirements of our System; and that we will continue to do so if and when we think it is appropriate. However, such variations will have no effect whatsoever on your rights and duties as a Proforma Franchise Owner operating under this Agreement.

2. GRANT OF FRANCHISE a. We hereby grant you a Proforma Franchise, which authorizes you, and you alone, to operate a Proforma Franchised Business. With the exceptions listed below, and except as provided in the Manual, you may operate your Franchised Business anywhere, and call on any potential customers you wish. You may solicit business through the Internet using our approved methods. Similarly, we may grant Franchises to whomever we wish, regardless of where the franchise owners are located or will do business; provided, such a franchise owner shall be subject to the then-current account conflict resolution policy described in the Manual to protect your accounts. Our purpose in granting Franchises is to increase the number of customers which buy from the Proforma System, not to increase the number of franchise owners selling to the same customers. b. We have an account protection resolution policy (that we may amend from time-to-time) that may restrict where or to whom or by what media you may sell products and/or services you are authorized to sell through the Franchised Business (“Products and Services”). c. We may merge with, acquire or start other businesses, which sell similar or dissimilar, competitive, or non-competitive products and services anywhere and we may take all reasonable steps attendant to such business combinations without incurring any liability to you. Additionally, we reserve the right for us and any affiliate to use other channels of distribution, such as the Internet, catalog sales, telemarketing, or other direct marketing sales to sell products and/or services that are competitive with you, we and our affiliates may operate a business similar to the Franchised Business at any locations we deem advisable, and this business(es) may be permitted to use the Proforma System and the Licensed Marks. Neither we nor any other affiliate operates a business under the System. However, we have provided direct sales and service support to large volume accounts in the past and we may enter into similar arrangements in the future. d. National Account Programs may be established by you or another Franchise Owner. Under these programs, conditions for dealing with customers having multiple locations may be set by you or the other franchise owner originating the program. Commissions for these programs are determined by you and the other franchise owner.

3. TERM This Agreement becomes effective when we sign it and its term extends until either party terminates the Agreement as provided for herein.

4. OPERATING ASSISTANCE We agree to provide you with no less than the following to help you set up and to operate your Franchised Business: a. Before you commence operating the Franchised Business (the “Commencement Date”), we will provide you: i. Our standard one week training course explaining the basics of operating a Franchised Business. The first two and one-half days of this training are mandatory, while the remainder of the week is optional at your discretion. You and your spouse or one partner, along with your employees may attend. We provide the training instructors, facilities and required training materials; you must pay all other costs, including meals, travel and living expenses, and any additional materials expenses incurred in connection with the training; ii. One set of the Confidential Operations Manual; iii. One set of the Proforma Success University Training Binder©; iv. One set of the Proforma Success System©; v. ProOfficeSM software (or its successor system); vi. The then-current “Start Up Package”, which is subject to change at our discretion. b. After the Commencement Date, we will provide you the following: i. Marketing and Sales techniques designed to assist you to create, maintain and grow relationships with new and existing customers; ii. Our standard sales service support program, including telephone consultation with you concerning sales and marketing strategies, sourcing and other vendor related information and services related to customer needs, as well as answers to manufacturers’ and customers’ questions about orders; iii. Invoicing of your customers, paying your suppliers, including us, with collections from your customers; and at our discretion making payments to your suppliers in advance of payment from your customers; and paying net receipts to you twice monthly. If we have collected less than what is required to pay all amounts due, we may pay your creditors, including ourselves, in any order or amount we determine is appropriate; iv. Monthly reports reflecting your gross billings, receipts, outstanding customer account balances and other information; v. Cash flow analysis; and vi. Marketing materials for our standard fees. c. We also offer other services as provided for in this subsection c. There may be a cost for some of these services. Such cost may change from time-to-time, and these services may be changed, modified, or canceled at any time without any liability to you. Such services currently include: Prospect and lead identification programs; appointment setting programs; sales presentation tools; sales and marketing literature; sales and customer service staff recruitment program; product importing assistance; personalized catalogs, merger and acquisition support programs; website marketing programs; North American Major Account programs; product knowledge and selling skills training programs; personal business success coach programs; credit insurance; ideas network; and recognition programs. d. We may delegate some of our support obligations to a third party. However, we remain liable to you for providing services required by this Agreement.

5. FEES AND PAYMENTS a. As partial consideration for being awarded this Franchise, you must pay us the initial franchise fee in the amount set forth on the Summary Pages. If you are identified as a Start-Up Franchise Owner on the summary pages, fifteen (15) months from the Effective Date you may be eligible for a cash refund of all or part of your initial franchise fee (as stated below) if the sales amounts we have collected because of your sales activity.

Collected Sales Exceeding Refund Amount $100,000 $ 6,500 $200,000 $13,000 $300,000 $19,500

No part of the initial fee is refundable, except as is described above. Any refund shall be payable after the fifteen-month (15) period. The refunds are not prorated. b. Once you commence business, we will retain from amounts we collect on your behalf the monthly service fees and the monthly marketing fees described on the Summary Pages, and every other payment or amount you owe us because of our franchise relationship.

c. We will collect a service charge from you equal to the lesser of the compounded daily equivalent of 15% per year of all amounts you owe us which are overdue by more than 5 days, or the highest rate then permitted by applicable law for each day such amount is past due. d. “Gross Volume of Business” means the gross amount of all billings made by, on behalf of or through the Franchised Business or in connection with the Licensed Marks, regardless of whether the bills are collected, regardless of the form of payment, and regardless of whether the sales or billings were performed in compliance with this Agreement. The Gross Volume of Business excludes only shipping charges, sales taxes or similar taxes which by law you must collect. e. You must promptly pay to us for deposit in the Marketing Fund (“Fund”), all allowances, payments and other consideration you receive from suppliers or others for cooperative marketing, services or warranties.

6. LICENSED MARKS a. You may only use our Licensed Marks for the purpose of operating the Franchised Business, and in the manner prescribed in the Manual. You may not use the Licensed Marks in your corporate name. You only may use Proforma® as a domain name or other identifier of an Internet site or web page with our prior written approval. This Agreement gives you no ownership in the Licensed Marks, or any right to a payment for goodwill when the Agreement terminates. You may never directly or indirectly commit any act of infringement, or contest or aid others in contesting the validity of our, or Proforma, Inc.’s, right to use the Licensed Marks, or take any other action which undermines our rights. Without our approval, you may not link any web page or Internet site bearing our Licensed Marks to any other web page or Internet site. b. You will promptly notify us of any unauthorized attempted use or use of the Licensed Marks, any variation of them, or any other mark or name in which we claim a proprietary interest. At our expense, you will assist us in taking any action we decide is appropriate to halt such activities. You will take no action nor incur any expenses on our behalf without our prior approval. c. We may designate new, modified or replacement Licensed Marks for your use, and require you to use them in addition to or instead of any previously designated Licensed Marks. You must pay your own expenses associated with implementing required changes. d. Every use of the Proforma® service mark or trade name as an identifier of the Franchised Business must be in conjunction with a suffix or other words or phrases more specifically identifying the Franchised Business, and the exact format must be approved in advance by us, e.g., “Proforma® Speed Service.” e. Proforma, Inc. claims common law rights with respect to the registered service marks arising from its, or its related parties’, exclusive use of such marks from their date of first use. All affidavits of use required to be filed to maintain registration of the Licensed Marks listed above have been timely filed.

7. STANDARDS OF OPERATION a. You must always operate the Franchised Business in the way this Agreement and the Manual prescribe. b. All supplies or materials, products or services you purchase or sell must always meet the standards specified in the Manual, and must be purchased from suppliers which we have approved. Except as specified in the Manual, no franchise owner or franchise broker is an approved supplier. c. You must promptly respond to customer and supplier inquiries or complaints, and you must take any other action we request to insure positive relations with any of your actual or prospective customers or suppliers or those of other Proforma franchise owners. d. Only you or any individual who we approve may operate the Franchised Business. You must pay all expenses incurred in such training including, without limitation, the cost of travel, room, board and wages of the trainee(s). We may charge a meal fee and a materials fee pursuant to the training for your attendees. e. You must instruct all your customers to pay us directly for all products and services sold through the Franchised Business. If you receive a payment from your customers, you must immediately forward the entire payment to us with an explanation of what you have done, unless you have our advance permission to collect and/or retain a payment. From receipts we collect from your customers, we will pay in the ordinary course of business vendors who have supplied products and services to you and your customers. However, if you are in default under this Agreement, we may apply receipts we collect in any way we deem appropriate to satisfy your obligations to us or to others, and we may suspend payments to you or your vendors until all your defaults are cured. We will schedule payments in a manner which is consistent with sound business practices. You must make all payments to

suppliers through us. We may retain any prompt payment discount we receive from suppliers as consideration for our services to you. f . If you make any direct vendor payments of $500 or more without our prior approval, you will be required to pay to us a minimum of $100 or 10% of the vendor invoice amount, whichever is higher. g. You must use in your Franchised Business a dedicated business telephone line(s), software/technology that we may prescribe from time-to-time, and you must subscribe to an E-mail service through us. All of the foregoing shall be maintained throughout the term of the Agreement. h. You must use our proprietary ProOfficeSM software and the hardware we prescribe within 15 days of the Business Commencement Date of this Agreement. i. You will participate in and be bound by the decisions of which we approve, of any Owners Advisory Council (“OAC”), Franchise Owner association or cooperative established and operated pursuant to standards we prescribe or approve. Decisions may relate to the sales and marketing fund and assessments for advertising, annual association dues, financing of accounts receivable, or any other decision we approve. j. You are responsible for collecting all accounts of your customers. After notifying you, we may discontinue sales to or instruct suppliers not to ship to any customer who fails to pay your invoices. At our sole discretion, we may assist you in collecting accounts of customers; however, you will remain responsible for the ultimate collection of such accounts and all amounts owed to us under the terms of this Agreement. We will not be liable for any bad debts, discrepancies and complaints or lost accounts that may result in connection with our collection efforts. We may in good faith settle or adjust disputes or claims directly with your customers without affecting your liability to us, and with your written approval we may sue your customers for amounts they owe. k. If we implement a successor to the ProOfficeSM system currently in use, you will be required to use the successor system and execute a license agreement at that time. You may incur additional costs, including licensing costs, to use the successor system. Under a successor system, if we determine that revisions are appropriate, we may require you, following at least 30 day’s notice, to use them if the benefits warrant it. The Agreement does not contain any limitation on the frequency or cost associated with these changes. However, we will not require you to undertake any of these changes unless all similarly situated franchise owners are subject to substantially the same requirement.

8. CONFIDENTIAL MATERIALS a. Our Confidential Operations Manual contains trade secrets and confidential information which we have developed at considerable expense and which we own. You may not disclose the Manual’s contents to anyone unless they have signed a confidentiality agreement where the term of such an agreement is for an indefinite period. b. Our Proforma Success System©; (“Success System”) contains trade secrets and confidential information which we have developed at considerable expense and which we own. You may not disclose the Success System’s contents to anyone unless they have signed a confidentiality agreement where the term of such an agreement is for an indefinite period. c. Our Proforma Success University Training Binder© (“Binder”) contains trade secrets and confidential information which we have developed at considerable expense and which we own. You may not disclose the Binder’s contents to anyone unless they have signed a confidentiality agreement where the term of such an agreement is for an indefinite period. d. You may not copy or disseminate contents of the Manual, Success System or Binder without our approval. You must keep these materials current and in a secure place. Unauthorized use or disclosure of the Manual, Success System, or Binder’s contents will cause irreparable harm to us and the System. Because legal damages could not adequately compensate us, you agree that a court should enjoin you from any further unauthorized use or disclosure of the Manual, Success System or Binder or their contents if we sue you.

9. ADVERTISING AND MARKETING a. We will administer and direct all expenses of the Fund in a way we deem best. The Fund consists of all marketing fees we collect from franchise owners. We may use the Fund for any expenses reasonable and related to advertising, public relations, promotional activities, market research and lead generation (collectively “marketing”) including, without limitation, the cost of salaries, agencies, equipment and associated overhead, and promotion of Proforma and our Products and Services on the Internet. b. Although we may use the Fund to provide marketing assistance to individual franchise owners based, in part, on their contributions to the Fund, we are not obliged to provide you or any franchise owner with marketing which benefits you directly or in proportion to your contributions. Pursuant to Paragraph 7(i), with approval of the Proforma Owner’s Advisory Council, we may spend the Fund for projects other than “marketing.”

10. STATEMENTS AND RECORDS a. You must maintain for at least three years original and complete records, which accurately reflect all information we prescribe in the Manual, and you must provide us, upon demand, with any such information or documents we request. We, or our designee, may examine and audit your records at any reasonable time. b. You must provide us monthly income statements, complete financial statements, and/or your business and personal tax returns (with all applicable schedules and records) within 30 days of your receipt of our request.

11. COVENANTS a. During the term of this Agreement, you and your guarantor(s) covenant, individually: i. Not to engage in any business similar to the Franchised Business, without our prior written approval; ii. To devote your full-time and best efforts to the operation of the Franchised Business unless you receive our prior written approval; iii. Not to divert or attempt to divert any business or any actual or potential customers of us, you or other Proforma franchise owners to any competitive business; and iv. Not to directly or indirectly sell or promote any products or services to Proforma franchise owners or Franchise brokers without our prior written approval, which we may unreasonably withhold. b. If you own an interest in or work in a business other than your Franchised Business which sells Products or Services which are added to the Proforma System after the Effective Date, you agree upon us giving you notice of such change to: i. Discontinue sales of such Products and Services through such other business; ii. Only sell such Products or Services through the Franchised Business, in which case we will only assess service fees and marketing fees on any increase in your Gross Volume of Business from sales of those Products and Services compared with the 12 month period preceding the notice; and iii. Discontinue all ownership above a 5% equity interest in such business, and discontinue working for or on behalf of such business. c. For one year after the Agreement terminates: i. Unless you have satisfied the requirements of Paragraph 13(e) and Section 14, you will not contact for the purpose of selling any product or service similar to any Products or Services, any person or organization which was, at any time during the two-year period prior to such termination, a customer to which you sold Products or Services, or which you know is a customer of a franchise owner using proprietary information gained while in our system. “Customer” includes successors of any customer, who reorganized, merged, acquired or transferred their business; ii. You will not contact any vendor or supplier of the Franchised Business for the purpose of buying any Products or Services on behalf of any third party. This subparagraph ii. does not apply to vendors or suppliers with whom you had transacted business prior to the Effective Date; provided, however, if this Agreement is a Renewal Agreement pursuant to Line 7 of the Summary Pages, then subparagraph ii. does not apply to vendors or suppliers with whom you had transacted business prior to operating your Proforma Franchised Business. d. You must execute enforceable confidentiality agreements with all of your employees, independent contractors, agents and representatives on forms consistent with the laws of your state. Unless otherwise prohibited by state law, the term of confidentiality shall be indefinite. e. Each covenant in this Agreement is to be taken as independent of any other covenant or provision of this Agreement. If all or any portion of a covenant is held unenforceable by a court or tribunal having valid jurisdiction in an unappealable final decision to which we are a party, you will be bound by any lesser covenant imposing the maximum duty permitted by law that is included within the terms of such covenant, as if the resulting covenant were separately stated in and made a part of this Agreement. The existence of any claim you may have against us, whether or not arising from this Agreement, will not constitute a defense to our enforcement of the covenants in this Agreement. f. We may reduce the scope of any covenant in this Agreement without your consent, effective immediately upon your receipt of our notice. You will comply immediately with any covenant as so modified. g. If you have Relevant Industry Experience or are a Conversion Franchise, provided we receive all money you owe us under the Agreement (including, without limitation, amounts owed us under Paragraphs 13 and 14) within 45 days of the termination of this Agreement and you otherwise comply with the covenants prescribed by Paragraph 13(e) and Section 14, the Customers listed on Schedule 1 will not be subject to Paragraph 11(c).

12. TRANSFER AND ASSIGNMENT OF AGREEMENT a. We may freely transfer our rights and duties under this Agreement. The transfer will be binding upon and inure to the benefit of our successors and assigns. If we conclude such a transfer, the transferee will be solely liable to you for fulfilling obligations under this Agreement after the transfer. In the course of negotiating a transfer, we may share such information about our System and our franchise owners as is customary in such transactions. You agree that you will not act either alone or with others, to interfere with, stop or slow any such negotiations. b. The rights and duties set forth in this Agreement are personal to you and others who own an interest in the Franchise Owner or the Franchised Business (collectively “you”). We granted you the Franchise in reliance on your personal character and financial capacity. Accordingly, you may not without our prior consent, give away, sell, assign, pledge, lease, license, devise or otherwise transfer, either directly or in any other manner, this Agreement, any of your rights or obligations under this Agreement, or any interest or shares of stock of any kind or nature in your business or any significant asset of the Franchised Business, including without limitation, any accounts, customers or clients of the Franchised Business (any such transaction being referred to as a “Transfer”). We may prohibit a transfer of accounts or other assets of the Franchised Business which does not also involve a Transfer of the Franchise or which is not a Transfer to another Proforma franchise owner. c. You must notify Proforma of any transfer of customer accounts prior to the actual transfer. d. A copy of the executed purchase agreement must be submitted to us. e. You must complete the transfer of accounts to an existing franchise owner within 60 days after we receive the notice of any transfer. f. You must execute a general release on a form we provide you, of any and all claims you have or may have against us. g. Any Transfer, which does not comply with the terms of this Paragraph, will be null and void. h. Before completing a Transfer, you must comply with procedures in the Manual which give us a right of first refusal to purchase whatever you propose to Transfer. We may require any transferee to guarantee your obligations under this Agreement or under any new Agreement he enters with us. i. Regardless of the above, if your designated survivor, if any, continues to meet our qualifications as a franchise owner and desires to acquire and retain your interest in the Franchise and to continue to operate the Franchised Business, the designated survivor may do so if he or she agrees to be bound by this Agreement, guarantees your obligations to us, completes our initial training program if we require it, and commences operation of the Franchised Business within 30 days following your death. i. If the person authorized to operate your Franchised Business (the “Designee”) becomes incapacitated to the extent that we determine he or she is unable to conduct normal business functions, or if the Designee dies, we at our option, may appoint an interim Designee, who may be another franchise owner or your designated survivor, if any, to operate the Franchised Business for the benefit of your estate until the Franchise has been transferred to a new franchise owner in compliance with this Paragraph 12, has been terminated, or until we approve a new Designee to operate the Business for the benefit of your Survivors. Your Survivors include your estate, others owning an interest in your Franchised Business, including any trust which owns an interest in the Franchised Business under terms which we have approved, and the beneficiaries of any will or trust you have established. ii. Absent agreement to the contrary, the Designee’s compensation shall equal 50% of the net proceeds collected from amounts the Designee bills on behalf of your Franchised Business. The Franchised Business shall be liable for paying sales taxes and all other expenses of the Franchised Business from its share of the proceeds. A Designee may condition his or her services on the Survivor’s agreement to different compensation or to an indemnification agreement. iii. We have no duty to appoint a Designee. We do not represent or warrant that any Designee will operate the business in a way which is profitable. We will condition our approval of a Designee on your successor’s releasing us from liability for acts or omissions of a Designee. j. If the Survivor does not desire to acquire or retain your interest, the Survivor will have a reasonable period of time, but no more than 60 days, to make a transfer acceptable to us, subject to the procedures described above. Throughout such period, if your Survivor is incapable of operating your Franchised Business, we may designate someone to operate your Franchised Business (“Designee”) as described in Paragraph 12(i) to continue operation until the Survivor has fulfilled all your duties under this Agreement. k. If you become incapacitated or disabled to the extent which we conclude interferes with your ability to fulfill your obligations under this Agreement, and your Survivor does not desire to acquire or retain your interest, at our option we may appoint a Designee to fulfill your obligations under this Agreement, or we may

require your shareholders, partners, conservator, or guardian to transfer or sell the rights under this Agreement to a third party whom we approve. Any such transfer requirement must be concluded within a reasonable time from our request, not to exceed 60 days.

13. DEFAULT AND TERMINATION a. Without waiving our other legal and equitable rights, we may terminate this Agreement and all your rights granted in this Agreement, upon the occurrence of any of the following defaults: i. If you do not pay any financial obligation created in this Agreement, and if you fail to cure such nonpayment within 10 days after we give you a notice to cure; ii. If you do not perform or if you breach any covenant, obligation, term, condition, warranty or certification of this Agreement and you fail to cure such non-compliance within 10 days after we give you a notice to cure; iii. a. If you do not commence business within 45 days after we sign the Agreement, or if your Gross Volume of Business averages less than $1,000 per month during the first six months following the Effective Date of this Agreement or less than $50,000 for any six month period thereafter, throughout the term of the Agreement; b. If this Agreement is a Renewal Agreement pursuant to Line 7 of the Summary Pages, if your Gross Volume of Business averages less than $50,000 for any six month period throughout the term of the Agreement, which may include the last six months of your prior franchise agreement. iv. If you make, or have made, any materially false statement or report to us in connection with this Agreement or in our franchise application process; v. If you operate the Franchised Business in a manner contrary to or inconsistent with the Licensed Marks or as specified in the Manual or if you use the Licensed Marks in a way we have not approved, and you fail to cure all deficiencies within 10 days after we give you a notice to cure; vi. If there is any violation of our Transfer requirements contained in this Agreement or in the Manual; vii. If in the same calendar year we send you two or more written notices to cure defaults or violations of this Agreement, or if we receive three or more written complaints from actual or potential customers or vendors about your conduct as a Proforma Franchise Owner; viii. If you abandon or cease to operate the Franchised Business. Conclusive evidence of abandonment includes your failure to report any sales to us during any three consecutive month period; ix. If you or any person owning an interest in you are convicted of a felony, a crime of moral turpitude, or any crime or offense relating to the operation of the Franchised Business; x. If you or any of your guarantors default in any other agreement with us, and the default is not cured in accordance with the terms of such other agreement; xi. If you violate or permit a violation of any covenant of confidentiality contained in Paragraph 8 of this Agreement; or xii. If you become insolvent, assign your assets for the benefit of your creditors, or if you consent to the institution of proceedings to appoint a custodian or receiver of all or part of your assets, or if a receiver, Trustee or other custodian of all or part of your assets is appointed, or if you fail to notify us when you file either personal and/or business bankruptcy. b. If applicable law prescribes a different notice or cure period or good cause standard, it will apply to a termination of this Agreement. c. If you collect any payments from your customers without immediately forwarding the payments to us with an explanation of what you have done. Unless you have our advance permission to collect and/or retain a payment, we will consider your act as constituting conversion and theft. In addition to our right to terminate your Franchise, we will have the right to receive from you three times the amount of the payment which you have collected. We must receive this amount within 10 days after we give you a notice to cure. You must list any other violations of this nature that have not been processed through the Proforma System and acknowledge the list as true and accurate. If we have not received payment in full, we will collect the amount from other payments we receive from your customers. We may retain those amounts without regard to payments which you owe to your vendors or others. d. In lieu of terminating the Franchise Agreement for a default specified in this Paragraph 13, we may suspend some or all of the services we provide under this Agreement until you have cured the defaults or we have terminated your Agreement. The suspension shall become effective two days after the date such suspension notice is postmarked, unless the receiving party confirms that it has been received earlier. A suspension does not

relieve you of your duties under this Agreement. A suspension may also include disabling your ability to access some or all of ProOfficeSM (or its successor system) and its functionality. e. At any time following the Effective Date, you may terminate this Agreement without cause by giving us at least 60 days prior written notice, and by paying us all amounts you owe us, plus an Account Acquisition Fee if you desire to service any or all of the accounts not listed on Schedule 1. The Account Acquisition Fee shall also apply if we terminate the Agreement. The Account Acquisition Fee means an amount equal to 24 times the average monthly service fee you owed us during the most recent 24 months of the Agreement (regardless of whether you owned your franchise for a full 24 months or whether this is a Renewal Agreement) on sales to all customers which are not listed on all Schedule 1. The Account Acquisition Fee shall not be due and owing to us if you and all your guarantors execute (i) an agreement (in form and substance acceptable to us) agreeing that you will cease selling products and/or services that are in the same or similar products and/or services offered by us (or by our franchise owners) to each and every customer which is not listed on Schedule 1for at least one (1) year, and (ii) a general release of all claims against us. If this is a Renewal Agreement, only those customers identified on your original Schedule 1 of your initial franchise agreement shall be included on this Renewal Agreement’s Schedule 1. Otherwise, you may terminate this Agreement only if we have committed two or more material breaches of our obligations under this Agreement within a calendar year, and if we have failed to cure such breach within 60 days after you have provided us with written notice to cure each such breach.

14. POST TERM OBLIGATIONS Upon the termination of this Agreement, you shall immediately: a. Cease to be a Proforma Franchise Owner and cease to use the Licensed Marks and the System in any way; b. Pay all you owe us under all agreements, including this Agreement, plus costs and expenses we incur as a result of your default. Payments due us immediately include, without limitation, service fees and marketing fees which we otherwise would collect when we receive payments from customers of your Franchised Business; c. Return to us all copies of the Manual, Success System©, Binder, ProOfficeSM (and any successor system) and its manuals, our trade secrets and confidential materials and all our other property. You will retain no copy or record of any of the foregoing, except your copy of this Agreement, any correspondence between the parties, and any other document which you reasonably need for compliance with applicable laws; d. Provide us with a complete list of your employees, clients, customers, client and customer contacts, their respective addresses and telephone numbers, and a statement of all outstanding obligations you may have to third parties, and assign to us or our designee all customers, orders in process and contracts developed by or for the Franchised Business; e. Take such action as we request to transfer to us or our designee white and yellow page telephone references and advertisements, and all trade and similar name registrations and business licenses, and to cancel any interest which you may have in them; and f. If this Agreement is terminated because of a default identified in Paragraph 13(c) you must pay us three times the amount of all payments you have received and not immediately forwarded to us.

15. INSURANCE a. You will, at your expense and prior to the commencement of your Franchised Business, procure and maintain in full force and effect throughout the term of this Agreement, the types of insurance enumerated in the Manual in such amounts as we require of you. You must provide us evidence of your coverage in the manner prescribed in the Manual. b. Your procurement and maintenance of such insurance will not relieve you of any liability to us under any provisions of Paragraph 17 of this Agreement.

16. TAXES, PERMITS, AND INDEBTEDNESS a. You will promptly pay when due any and all federal, state and local taxes, including without limitation, unemployment and sales taxes, levied or assessed with respect to any services or products furnished pursuant to this Agreement. In addition, you will promptly pay all accounts or other indebtedness of every kind you incur in the operation of the Franchised Business. b. You will comply with all federal, state and local laws, rules and regulations and timely obtain any and all permits, certificates and licenses for the full and proper conduct of the Franchised Business.

c. You hereby agree to accept full and sole responsibility for any and all debts and obligations incurred in the operation of the Franchised Business.

17. INDEMNIFICATION AND INDEPENDENT CONTRACTOR a. You agree to protect, defend, indemnify, and hold us, our affiliates, and our respective partners, directors, officers, employees and shareholders, jointly and severally, harmless from and against all claims, actions, proceedings, damages, costs, expenses and other losses and liabilities, consequently, directly or indirectly incurred (including without limitation attorneys’ and accountants’ fees) as a result of, arising out of , or connected with your negligent operation of the Franchised Business, or your breach of contract or your wrongful conduct (torts). b. This Agreement is not intended to create a fiduciary relationship between us, nor to constitute you as our agent, legal representative, subsidiary, joint venture, partner, employee or servant for any purpose whatsoever. You are an independent contractor. You cannot authorize, make any contract, warranty or representation or create any obligation on our behalf.

18. WRITTEN APPROVALS, WAIVERS, AND AMENDMENTS a. Whenever this Agreement requires our prior approval, you must make a timely written request. Unless the Agreement specifies a different time period, we will respond with our approval or disapproval within 15 days. If we have not specifically approved a request within such period, our failure to respond will be deemed a disapproval of your request. b. Our failure to exercise any power reserved to us by this Agreement, and any customs or practices in which we engage which vary from the terms of this Agreement, will not constitute a waiver of our right to demand your exact compliance with any of the terms of this Agreement or the Manual. You must not consider our waiver or approval of any particular default or our acceptance of any payments due under this Agreement a waiver or approval of any preceding or subsequent breach of this Agreement. c. We may modify any and all of our standards and criteria for approving or disapproving your requests, through changes to the Manual and otherwise, so long as such modifications do not conflict with your express rights created by this Agreement. Otherwise, subject to Paragraph 7(i), no amendment or variance from this Agreement will be binding on either of us without both parties’ written agreement. d. You hereby authorize and consent, on behalf of yourself, your affiliates and employees to accept any and all communications from us, our affiliates, employees, other franchisees and suppliers, sent via email, facsimile, telephone or any other method of communication, regardless of whether the communication was specifically requested or authorized by you, your affiliates or employees. You acknowledge that this Agreement provides the requisite relationship between you and us so that we may send you communications, without being in violation of the Telephone Communication Consumer Protection Act, the Do Not Call Registry, the Can-Spam Act, and any other current or future federal and state laws and regulations which regulate the right of one party to make communications with another.

19. ENFORCEMENT a. We will be entitled to obtain, without bond, declarations, temporary and permanent injunctions, and orders of specific performance, to enforce the provisions of this Agreement. b. The prevailing party in any litigation or arbitration concerning this Agreement will be entitled to receive from the non-prevailing party all its costs and expenses of obtaining such relief. This includes, but is not limited to, court costs and reasonable attorneys’ fees, which the prevailing party may incorporate into the terms of any judgment, order or relief granted to the prevailing party. c. If you prevail in any dispute against us or any of our partners, affiliates, officers, agents, employees or representatives as a result of any dispute arising out of the Agreement, or the awarding of the Franchise, the damages awarded you will not exceed the actual amounts you have paid us to acquire and operate the Franchised Business. Your recovery will be subject to an offset for income you have received from operating the Franchised Business. d. If you sell products to a customer which we have identified as the exclusive customer of another franchise owner, in addition to other remedies available to us, we may remit the entire net proceeds of all such sales directly to the franchise owner to whom we have granted exclusive marketing right.

20. NOTICES All notices must be written and sent via certified mail, return receipt requested and/or overnight delivery courier. We will send you notices at the address listed in Paragraph 2 of the Summary Pages unless you have

notified us of a different address. Address notices to us using the address listed in Paragraph 1 of this Agreement, Attention: President and Chief Operating Officer unless we notify you of a different address. Any notice complying with the provisions hereof will be deemed to have been received two days after the date such notice is postmarked unless the receiving party confirms it has been received earlier.

21. GOVERNING LAW; WAIVER OF JURY TRIAL We accept this Agreement in the State of Ohio. The law of the state in which you reside relating to the rights of franchise purchasers will govern the Agreement. That law will prevail in the event of any conflict of law. Otherwise, our respective rights and duties shall be governed by the law of Ohio. You and we consent to exclusive personal and subject matter jurisdiction, and exclusive venue in Cuyahoga County, Ohio, or in the Federal District Court for the Northern District of Ohio. Both parties hereby waive their right to trial by jury.

22. SEVERABILITY; CONSTRUCTION; MERGER AND INTEGRATION a. Should any part of this Agreement, for any reason, be declared invalid by a court of competent jurisdiction, such decision or determination will not affect the validity of any remaining portion, and such remaining portion will remain in force and effect as if this Agreement had been executed with the invalid portion eliminated. Provided, however, that in the case of a declaration of invalidity, the provision declared invalid will not be invalidated in its entirety, but will be observed and performed by the parties to the extent such provision is valid and enforceable. The parties hereby agree that any such provision will alter and amend to the extent necessary to affect such validity and enforceability. b. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered will be deemed an original, but such counterparts together will constitute the same instrument. c. The headings and captions contained herein are for the purposes of convenience and reference only. Do not construe them as a part of this Agreement. All terms and words used herein include the number and gender as the context of this Agreement may require. d. This Agreement contains the entire Agreement of you and us concerning its subject matter. Neither party relies upon any prior written or oral representation or agreement. All such representations and agreements are merged into and have, to the extent intended, become a part of this Agreement. Only the written terms of this Agreement are binding on the parties. e. Although we may offer services to you and to other Proforma franchise owners now and in the future which are not prescribed by this Agreement, this Agreement gives you no right to receive such services, and we will not be liable to you for modifying or eliminating them or for requiring you to pay additional fees for those services.

23. ACKNOWLEDGMENTS You acknowledge that: a. A Proforma Franchise involves business risks. Your volume, profit, income and success are dependent primarily upon your efforts as an independent business operator; b. No one associated with us has warranted or guaranteed, expressly or by implication, the potential volume, profit, income or success of your Franchised Business; c. We gave you a Franchise Disclosure Document no later than the earlier of the first personal meeting held to discuss the sale of a Franchise, 10 business days before the execution of this Agreement, or 10 business days before any payment of any consideration. You have read the Franchise Disclosure Document and understand it contents; d. You have had ample opportunity to consult with Proforma franchise owners and your attorneys, accountants and other advisors. Our attorneys have not advised or represented you with respect to this Agreement; and e. Our ability to assist you in overcoming operational, financial or other problems depends in substantial part upon whether you make us aware of such problems. You, therefore, agree to promptly notify us if you believe that you are unable to meet your obligations arising from this Agreement, if you are unable to satisfy your expectations or needs relating to the Franchised Business, or if you believe we are not fulfilling our obligations to you. You agree that we will under no circumstances be liable to you for any loss suffered by you which resulted from a problem or default which you did not bring to our attention promptly after it arose.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement.

FRANCHISOR: PFG Ventures, L.P. By: Proforma, Inc, a General Partner

Witness: ______By: ______Brian F. Smith

Its: Chief Financial Officer, Secretary & Treasurer

Date: ______

FRANCHISE OWNER: d/b/a Proforma

Witness: ______By: ______

______Title: ______(Print Name) Date: ______Address: ______

______

Witness: ______By: ______

______Title: ______(Print Name) Date: ______Address: ______

______

11 GUARANTY OF FRANCHISE OWNER’S UNDERTAKINGS

The Franchisor, PFG Ventures L.P., (‘we” or “us”) and each undersigned Guarantor (“you”) are the parties to this Guaranty, dated the ______day of ______, 20____. You guaranty that ______, Franchise Owner (“Obligor”) will comply with all the terms of the Franchise Agreement(s) of this same date and all other agreements incorporated by reference or related to this Agreement (“Agreement(s)”). You guaranty that the Obligor will perform all the requirements of the Agreement, including the Obligor’s duty to make timely payments to us for all obligations arising from the Agreement(s). Also, this Guaranty obligates you to comply with all covenants in the Agreement(s) which are intended to apply to the Obligor and guarantor(s), including obligation’s contained in Paragraphs 6, 8, 11, 12, 13, 14, 16, 17, 19 and 23 of the Agreement. Our specification of certain duties does not limit your obligation to guaranty the Obligor’s duty to comply with the entire Agreement(s) and any agreements incorporated in the Agreement(s) by reference. By signing below, you represent that you have read and understand the Agreement(s). You understand that without your Guaranty, we would not enter into the Agreement with the Obligor. You are responsible to us for all of the Obligor’s violations of the Agreement(s). Either we or any entity or person who succeeds us as the Franchisor may enforce this Guaranty against you. We may enforce this Guaranty against you without pursuing any remedy against others who might also be liable to us. We are not required to pursue remedies against property, which secures your liability or another’s liability prior to pursuing remedies against you under this Guaranty. The liability or potential liability of others cannot reduce your liability to us. We alone may decide whether to negotiate with you regarding any claim we have or might have against you under this Guaranty. Likewise, if another person or entity is also liable or potentially liable to us for the Obligor’s liability, which you also have guarantied, we may negotiate with that person or entity regarding our claim against them without notifying you. We are not required to notify you each time the Obligor either violates the Agreement(s) or otherwise becomes liable to us under the Agreement(s). We are not required to notify you of disputes between the Obligor and us. We are not required to notify you of your liability or potential liability before we enforce this Guaranty. You become liable to us when the Obligor becomes liable to us, without any requirement that we first notify you that you are or may be liable. By signing this Guaranty, you waive any legal right you may have to any notice or other communication from us before we enforce this Guaranty against you. Examples of legal rights you might have that you are waiving by signing this Guaranty are presentment, demand, notice of dishonor, protest and nonpayment. You agree that you will pay our expenses of enforcing the Agreement(s) against the Obligor and this Guaranty against you. These expenses will include our reasonable attorneys’ fees if we hire an attorney to enforce the Agreement or this Guaranty. You cannot modify or amend this Guaranty through our statements or actions. Modifications or amendments must be by written agreement between you and us or any person or entity that succeeds us as the Franchisor. The term “you” as used in this Guaranty refers to each person who signs below to the right of the word Guarantor. Your liability is joint and several and primary. This means, for example, that you are liable to us as if

you were the only person signing this Guaranty with us, regardless of how many other persons sign this Guaranty, sign the Agreement(s) or otherwise guaranty the Agreement(s). You consent to the exclusive jurisdiction of and exclusive venue in the Ohio courts or United States Courts situated in Cuyahoga County, Ohio, and you waive your right to trial by jury.

IN WITNESS WHEREOF, you hereby execute this Guaranty under seal effective as of the date of the Agreement(s).

______Witness Guarantor (Franchise Owner) ______Address: (Print Name)

Address:______

______

______Witness Guarantor (Other Responsible Party) ______Address: (Print Name)

Address:______

______

PFG Ventures SCHEDULE A Proforma, Inc. or PFG Ventures, L.P. are the sole and exclusive licensers or sublicensors of the following service marks and trademarks:

“PROFORMA”

“ProMail”

“Proforma.com”

“It’s Only Natural”

CALIFORNIA RIDER “A” TO FRANCHISE AGREEMENT BETWEEN PFG VENTURES AND ______

The Franchise Agreement between ______("Franchisee" or "You") and PFG Ventures, L.P. ("Franchisor") dated ______(the "Agreement") shall be amended by the addition of the following language, which shall be considered an integral part of the Agreement (the "Rider"):

CALIFORNIA LAW MODIFICATIONS 1. The California Department of Corporations requires that certain provisions contained in franchise documents be amended to be consistent with California law, including the California Franchise Investment Law, CAL. BUS. & PROF. CODE Section 31000 et seq., and the California Franchise Relations Act, CAL. BUS. & PROF. CODE Section 20000 et seq. To the extent that the Agreement contains provisions that are inconsistent with the following, such provisions are hereby amended:

a. California Business and Professions Code Sections 20000 through 20043 provide rights to You concerning non-renewal and termination of the Agreement. The Federal Bankruptcy Code also provides rights to You concerning termination of the Agreement upon certain bankruptcy-related events. To the extent the Agreement contains a provision that is inconsistent with these laws, these laws will control.

b. If the Franchisee is required in the Agreement to execute a release of claims, such release shall exclude claims arising under the California Franchise Investment Law and the California Franchise Relations Act.

c. If the Agreement requires payment of liquidated damages that is inconsistent with California Civil Code Section 1671, the liquidated damage clause may be unenforceable.

d. If the Agreement contains a covenant not to compete which extends beyond the expiration or termination of the Agreement, the covenant may be unenforceable under California law.

e. If the Agreement requires litigation, arbitration, or mediation to be conducted in a forum other than the State of California, the requirement may be unenforceable under California law.

f. If the Agreement requires that it be governed by a state's law, other than the State of California, such requirement may be unenforceable.

2. Each provision of this Rider shall be effective only to the extent that the jurisdictional requirements of the California law applicable to the provisions are met independent of this Rider. This Rider shall have no force or effect if such jurisdictional requirements are not met.

3. As to any state law described in this Rider that declares void or unenforceable any provision contained in the Agreement, the Franchisor reserves the right to challenge the enforceability of the state law by, among other things, bringing an appropriate legal action or by raising the claim in a legal action or arbitration that you have initiated.

IN WITNESS WHEREOF, the parties have duly executed and delivered this Rider to the Agreement on ______, ______.

ATTEST: FRANCHISOR: PFG Ventures, L.P. By: Proforma, Inc., Its: General Partner

Witness: By: Print Name: ______Title: Address: ______Date: ______FRANCHISE OWNER:

Witness: By: Print Name: ______Title: Address: ______Date: ______

ILLINOIS RIDER “A” TO FRANCHISE AGREEMENT BETWEEN PFG VENTURES AND ______

This Rider forms a part of the aforesaid FRANCHISE AGREEMENT, and DISCLOSURE DOCUMENT dated ______, as if the contents hereof were set forth therein.

1. If any of the provisions of this Agreement are inconsistent with Illinois Franchise Disclosure Act, then the Illinois Franchise Disclosure Act shall govern the rights and duties of the parties.

2. Paragraph 22(d) of the Franchise Agreement is so amended to include any and all representation made in the disclosure document.

3. This Agreement is subject to the Illinois Franchise Disclosure Act which provides that:

a. A franchisor may not terminate a franchise prior to the expiration of its term except for “good cause.” “Good cause” shall include, but not be limited to, the failure of the franchise to comply with any lawful provision of the franchise or other agreement and to cure such default after being given notice thereof and a reasonable opportunity to cure such default, which in no event need be more than 30 days.

“Good cause” shall include, but without the requirement of notice and an opportunity to cure, situations in which the franchisee:

i. Is adjudicated as bankrupt or insolvent;

ii. Makes an assignment for the benefit of creditors or a similar disposition of the asset of the franchise business;

iii. Voluntarily abandons the franchise business;

iv. Is convicted of a felony or other crime which substantially impairs the goodwill associated with the franchisor’s trademark, service mark, trade name, or commercial symbol; or

v. Repeatedly fails to comply with the lawful provisions of the franchise or other agreement.

b. Under the Illinois Franchise Disclosure Act, Section 4 states “Any provision in a franchise agreement that designates jurisdiction or venue in a forum outside of this State is void, provided that a franchise agreement may provide for arbitration in a forum outside of this state.”

c. Paragraph 21 of the Franchise Agreement is subject to Section 41 of the Illinois Franchise Disclosure Act which states that “any condition, stipulation, or provision purporting to bind any person acquiring any franchise to waive compliance with any provision of this Act or any other law of this State is void” and therefore, prohibits waiver of a jury trial.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on .

FRANCHISOR: PFG Ventures, L.P. By: Proforma, Inc., Its: General Partner Executed and delivered on: ______By: Its:

FRANCHISE OWNER: Executed and delivered on: ______By: Its:

INDIANA RIDER “A” TO FRANCHISE AGREEMENT BETWEEN PFG VENTURES AND ______

This Rider forms a part of the aforesaid FRANCHISE AGREEMENT, and DISCLOSURE DOCUMENT dated ______, as if the contents hereof were set forth therein.

1. The Release provision must comply with Indiana Code 23-2-2.7-1(5).

2. Under Indiana Code 23-2-2.7-1(10), the Franchisor may not be entitled to injunction without bond.

3. Any limitation on the amount of damages that may be awarded to the Franchisee pursuant to the settlement of any dispute arising out of the Franchise Agreement is a "limit on litigation" under IC 23-2-2.7-1(10).

4. Under IC 23-2-2.7-1(10), the Indiana franchisee must be allowed access to Indiana courts and may not be required to consent to the jurisdiction and venue of the courts in any other state.

5. Any waiver of the Franchisee's "right to trial by jury" is prohibited under IC 23-2-2.7-1(10).

6. In reference to Exhibit D, Sale of Receivables document, Indiana law governs this document under Indiana Code 23-2-2.7-1(10).

It is the opinion of the Indiana Securities Commissioner that the contractual provision stated above may be unenforceable pursuant to Section 23-2-2.7-1(10) of the Indiana Code.

We agree pursuant to IC 23-2-2.7-1(2), we will not compete unfairly with you within a reasonable area of your franchised location.

FRANCHISOR: PFG Ventures, L.P. By: Proforma, Inc., Its: General Partner Executed and delivered on:

______By: Its:

FRANCHISE OWNER: Executed and delivered on:

______By: Its:

MINNESOTA RIDER “A” TO FRANCHISE AGREEMENT BETWEEN PFG VENTURES AND

______

This Rider forms a part of the aforesaid FRANCHISE AGREEMENT, and DISCLOSURE DOCUMENT dated ______, as if the contents hereof were set forth therein.

1. Whenever the provisions of this Rider “A” conflict with the provisions contained elsewhere in the Franchise Agreement or the disclosure document, the provisions of this Rider “A” shall prevail to the extent of such conflict.

2. The Minnesota Franchise Act will prevail if there is a conflict between the terms of the Franchise Agreement or the disclosure document and the Minnesota Act. In all other respects, the law of the State of Ohio shall be deemed controlling.

3. Minnesota Stat. S80C.21 and Minn. Rule 2860.4400J prohibit us from requiring litigation to be conducted outside Minnesota. In addition, nothing in the disclosure document or agreement can abrogate or reduce any rights of the Franchisee as provided for in Minnesota Statutes, Chapter 80C, including the right to submit matters to the jurisdiction of the courts of Minnesota.”

4. Minn. Rule 2860.4400 (J) prohibits waiver of a jury trial.

5. In accordance with Minn. Rule 2860.4400 (J) the franchisee cannot consent to the franchisor obtaining injunctive relief and the franchisor may seek injunctive relief. In addition, a court will determine if a bond is required.

6. With respect to franchises governed by Minnesota law, the franchisor will comply with Minnesota Statute 80C.14, subs. 3, 4 and 5 which requires, except in certain specified cases, that a franchisee be given 90 days notice of termination (with 60 days to cure) and 180 days notice for non-renewal of the franchise agreement.

7. In accordance with Minnesota Stat. Sec. 80C.12 Subd. 1(g), the Franchisor will indemnify the Franchise against all claims alleging trademark infringement or unfair competition as a direct result of the Franchisee’s use of the Licenses Marks in the manner prescribed by the Franchisor subject to the following:

a. The Franchisee must immediately notify the franchisor of any claim of infringement or unfair competition. The Franchisor and its counsel will decide upon the appropriate response, including instituting or defending legal action or settling any such claim, and the Franchise Owner must assist the Franchisor, upon the request and at the Franchisor’s expense in taking such action if any as the Franchisor may deem appropriate but shall take no action or incur any expenses on the Franchisor’s behalf without the Franchisor’s prior written approval. If the Franchisor undertakes the defense of prosecution of any litigation relating to the Licensed Marks, the Franchisee is required to execute any and all documents and to do such acts and things as may in the opinion of the Franchisor’s legal counsel, be reasonably necessary to carry out such defense of prosecution. The Franchise Owner must assist the Franchisor without compensation other than reimbursement for out-of-pocket expenses.

MINNESOTA RIDER “A” TO FRANCHISE AGREEMENT CONTINUED

b. The Franchisor’s liability only relates to acts about which it has had actual notice. The Franchisor shall not be liable for any claims of infringement of unfair competition arising from uses of the Licensed Marks prior to its receipt of written notice of a claim of infringement or unfair competition, or for uses of the Licensed Marks by the Franchise Owner after the Franchisor has notified the Franchise Owner to discontinue such use.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on .

FRANCHISOR: PFG Ventures, L.P. By: Proforma, Inc., Its: General Partner Executed and delivered on:

______By: Its:

FRANCHISE OWNER: Executed and delivered on:

______By: Its:

2 NORTH DAKOTA RIDER “A” TO FRANCHISE AGREEMENT BETWEEN PFG VENTURES AND ______

This Rider forms a part of the aforesaid FRANCHISE AGREEMENT, and DISCLOSURE DOCUMENT dated ______, as if the contents hereof were set forth therein.

1. The restrictive covenants outlined in Paragraph 11 may be contrary to Section 9-08-06, N.D.C.C.

2. The Franchise Agreement is hereby amended in Paragraph 13c by deleting the requirements of a franchise owner to consent to the termination penalties within the intent of Section 51-19-09 of the North Dakota Franchise Investment Law.

3. The Franchise Agreement is hereby amended in Paragraph 21 by deleting from the fourth sentence, “you and” and adding the following statement to the end of the paragraph: “Franchise Owners in the State of North Dakota consent to exclusive jurisdiction of the Courts of North Dakota, and all Agreements will be governed by North Dakota law.”

4. Paragraph 21 of the Franchise Agreement is hereby amended by the addition of this statement: “Franchise owners in the State of North Dakota are not required to consent to the waiver of a trial by jury.”

5. Item 17w of the disclosure document is hereby amended by the addition of the words, “All Agreements will be governed by North Dakota law.”

6. Item 17d of the disclosure document is hereby deleted in its entirety.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on .

FRANCHISOR: PFG Ventures, L.P. By: Proforma, Inc., Its: General Partner Executed and delivered on: ______By: Its:

FRANCHISE OWNER: Executed and delivered on:

______By: Its:

RHODE ISLAND RIDER “A” TO FRANCHISE AGREEMENT BETWEEN PFG VENTURES AND ______

This Rider forms a part of the aforesaid FRANCHISE AGREEMENT, and DISCLOSURE DOCUMENT dated ______, as if the contents hereof were set forth therein.

Paragraph 21 of the Franchise Agreement is subject to § 19-28.1-14 of the Rhode Island Franchise Investment Act, which provides that “A provision in a franchise agreement restricting jurisdiction or venue to a forum outside this state or requiring the application of the laws of another state is void with respect to a claim otherwise enforceable under this Act.”

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on .

FRANCHISOR: PFG Ventures, L.P. By: Proforma, Inc., Its: General Partner Executed and delivered on: ______By: Its:

FRANCHISE OWNER: Executed and delivered on:

______By: Its:

WASHINGTON RIDER “A” TO FRANCHISE AGREEMENT BETWEEN PFG VENTURES AND ______

This Rider forms a part of the aforesaid FRANCHISE AGREEMENT, and DISCLOSURE DOCUMENT dated ______, as if the contents hereof were set forth therein.

1. The State of Washington has a statute, RCW 19.100.180 which may supersede the franchise agreement in your relationship with the franchisor including the area of termination and renewal of your franchise. There may also be court decisions which may supersede the franchise agreement in your relationship with the franchisor including the areas of termination and renewal of your franchise.

2. In any arbitration involving a franchise purchased in Washington, the arbitration site shall be either in the State of Washington, or in a place mutually agreed upon at the time of the arbitration, or as determined by the arbitrator.

3. In the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection Act, Chapter 19.100 RCW shall prevail.

4. A release or waiver of rights executed by a franchisee shall not include rights under the Washington Franchise Investment Protection Act except when executed pursuant to a negotiated settlement after the agreement is in effect and where the parties are represented by independent counsel. Provisions such as those which unreasonably restrict or limit the statute of limitations period for claims under the Act, rights or remedies under the Act such as the right to a jury trial may not be enforceable.

5. Transfer fees are collectable to the extent that they reflect the franchisor's reasonable estimated or actual costs in effecting a transfer.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on .

FRANCHISOR: PFG Ventures, L.P. By: Proforma, Inc., Its: General Partner Executed and delivered on:

______By: Its:

FRANCHISE OWNER: Executed and delivered on:

______By: Its:

EXHIBIT C FRANCHISES CURRENTLY IN OPERATION (Year End 12/31/08)

State/ Province Proforma Name Franchise Owner Address City/State/Zip Telephone Region

FRANCHISES IN USA

AL Proforma Business Advantage David Smith 7 Seminole Drive Montgomery, AL 36117 (334) 279-0980

AL Proforma Print It Robert & Susan Tate 2097 Brook Highland Ridge Birmingham, AL 35242 (205) 981-3500

AL Proforma Diversified Solutions Cathy Moody 12129 Sonneborn Drive Theodore, AL 36582 (251) 973-2413

AL Proforma Parr Solutions Joe McElvy 117 North Lanier Avenue Lanett, AL 36863 (334) 644-7277

AL Proforma Prestige Graphics Carl and Bonnie Brunson 105 LeShawn Cove Harvest, AL 35749 (256) 417-8452

AL Proforma Total Print Management Marc Robillard 4256 Milner Road East Birmingham, AL 35242 (205) 980-7478

AL Proforma Printed Images Mark McGill 121 West Alabama Street, Suite 4 Florence, AL 35630 (256) 766-8166

AR Proforma Spectrum Graphics Judy Hunter 152 Mimosa Point, D-7 Hot Springs, AR 71913 (501) 525-8258

AR Proforma Graphic & Print Solutions Michael Hughes 7707 T Street #C Little Rock, AR 72227 (501) 221-2855

AR Proforma OneStop Holly Nethers 2201 N. 58th Street Ft. Smith, AR 72904 (479) 648-1204 John and Carole Adams AZ Proforma Desert Sky Graphics 1926 W. Calle Pacifica Tucson, AZ 85745 (520) 792-2038 Adams AZ Proforma Southwest Teresa & Jeff Bourland 4172 E. Redfield Avenue Gilbert, AZ 85234 (480) 635-1888

AZ Proforma Quality Imaging Frank & Teresa Rochon 1458 E. Silver King Circle Prescott, AZ 86303 (928) 708-9928

AZ Proforma BlueSkye Marketing Connie & Tony Finneman 11337 E Spaulding Avenue Mesa, AZ 85212 (480) 503-8230 Proforma Printing & Promotional AZ Bill Haramija 607 West Willis Place VAIL, AZ 85641 (520) 275-0174 Products AZ Proforma CGE&M Deborah Owens 1445 N. Morrison Avenue Casa Grande, AZ 85222 (520) 316-9181

AZ Proforma DBI James Schiesser PO Box 1207 Scottsdale, AZ 85252 (480) 350-9777 Proforma SunState Business 17200 N. Perimeter Drive, Suite AZ Jason Stevenson Scottsdale, AZ 85255 (480) 304-9600 Solutions 200 AZ Proforma Executive Sales Unlimited Clinton Keeler 123 Centennial Way, Suite 146 Mesa, AZ 85201 (480) 966-1919

AZ Proforma Abacus Solutions Anne Marie Hewitt 203 E. Main Street Stafford, AZ 85546 (928) 428-9565

CA Proforma Pacific Systems Keith Beck 179 Contractors Avenue Livermore, CA 94551 (925) 443-9911 R. Santa Margarita, CA CA Proforma Express Graphics David Anderson 23061 Arroyo Vista (949) 246-5624 92688 CA Proforma Pacific Graphics Scott LaLoggia 3830 Valley Centre Dr. #705 San Diego, CA 92130 (858) 259-9282

CA Proforma Unisource Chris & Linda Palmer 2856 Calle Esteban San Clemente, CA 92673 (800) 280-8877

CA Proforma Ware & Associates Linda Ware 960 E. Bonita Avenue, #3 Pomona, CA 91767 (909) 560-5582

CA Proforma Print & Promotions Dennis Sisk 300 Enterprise Street, Suite C Escondido, CA 92029 (888) 955-8580

CA Proforma Printing Systems Dave Kirby 7276 Amethyst Avenue Alta Loma, CA 91701 (909) 989-7292 Proforma M&A Graphics And San Luis Obispo, CA CA Mali & Tom Alwood 3220 S. Higuera, Suite 318 (805) 782-9191 Promotions 93401 CA Proforma Printing Solutions Randall Balt 300 S. Highland Springs Avenue Banning, CA 92220 (951) 769-7365

CA Proforma Full Moon Promotions Eric Nelsen 379 Diablo Road, Suite 108-B Danville, CA 94526 (925) 831-9405

1 of 211 21 EXHIBIT C FRANCHISES CURRENTLY IN OPERATION (Year End 12/31/08)

CA Proforma Marketing Agency Bob Michel 379 Diablo Road, Suite 108-C Danville, CA 94526 (925) 820-3071

CA Proforma AR PageOne Rick & Andrea Page 3153 Hwy 128 Calistoga, CA 94515 (707) 942-6322

CA Proforma Graphic Printsource Linda Martinelli 2341 Pomona Road, Unit 104 Corona, CA 92880 (951) 256-8540

CA Proforma Preferred Jim & Lisa Chapman 14370 Myford Road, Suite 100 Irvine, CA 92606 (714) 389-7630

CA Proforma Graphix Unlimited Chuck Branda 25502 Via Juana Santa Clarita, CA 91355 (661) 287-3949

CA Proforma OneSource Vincent Arnold 1109 Kimberly Court Roseville, CA 95661 (877) 695-3572

CA Proforma JPC Victor Matsumura 2119 W. 176th Street Torrance, CA 90504 (310) 630-8087 Huntington Beach, CA CA Proforma Solutions Connie Hunter 17011 Beach Blvd., Suite 820 (714) 596-4600 92647 Proforma Graphic Concepts & CA Richard Mestas 1104 Ribbonwood Court Hemet, CA 92545 (951) 766-5566 Solutions CA Proforma Resources Myra Lord 1407 Tennessee Street Vallejo, CA 94590 (707) 647-2007

CA Proforma Creative Partners Bob Stonhaus 379 Diablo Road, Suite 108-A Danville, CA 94526 (925) 743-4053

CA Proforma Quality Printing Mercedes Cortez 680 E. Alosta, Suite #102 Azusa, CA 91702 (626) 969-3997

CA Proforma Print & Data Solutions,Inc. Kevin Allen 947 Kenston Drive Clayton, CA 94517 (925) 673-1788

CA Proforma Pacific West Craig Levine 1926 Packard Court Concord, CA 94521 (925) 673-1770

CA Proforma Rick Marshall 2698 East Garvey Avenue, South West Covina, CA 91791 (626) 967-2814

CA Proforma Printing Plus Patricia O'Neill 25 Vasquez Avenue San Francisco, CA 94127 (415) 504-7940

CA Proforma Mactec Solutions Lowry McFerrin 484 Lake Park Avenue, #29 Oakland, CA 94610 (510) 534-5784 Proforma Solution For Printing & CA Beckie Diltz & Judy Butler 5330 Office Center Court, Suite 34 Bakersfield, CA 93309 (661) 633-1117 Promotions CA Proforma American Filing Solutions Rudolph Ivan Blasich 27728 Almont Way Romoland, CA 92585 (888) 891-1970 Proforma Print & Marketing CA Mike Trombly 23151 Verdugo Drive, Suite 108 Laguna Hills, CA 92653 (949) 716-4810 Promotions CA Proforma Color Press Cindy & David Schmaeling 1860 Eastman Avenue, Unit #104 Ventura, CA 93003 (805) 642-7504

CA Proforma Kauffman Co. Paul Kauffman 31190 Saho Court Temecula, CA 92592 (951) 676-1197

CA Proforma Marketing Solutions Brian Thomas 980 Hawthorne Circle Rohnert Park, CA 94928 (707) 585-9876

CA Proforma Printing Corporation Ed Rendl & Nick Derkacz 1560 Brookhollow Drive, Suite 203 Santa Ana, CA 92705 (949) 296-1999

CA Proforma Marketing Associates Jeff Pyper 17092 Via Serenidad Ramona, CA 92065 (760) 788-1174 Heather Mobley & AnneMarie CA Proforma True Marketing Group 7 West 41st Avenue, #66 San Mateo, CA 94403 (415) 552-8841 Smith CA Proforma Concepts Unlimited Tracy Gordon 197 Calle La Mountana Moraga, CA 94556 (925) 385-1640

CA Proforma OnTrack Promotions Laury Pitts 25 Calle Mandarina San Clemente, CA 92673 (949) 218-0768 Proforma Diversified Business CA Mike Balistreri 1174 Lincoln Avenue #4 San Jose, CA 95125 (408) 491-1550 Solutions CA Proforma Logoimprinter.com Dawn Sheridan 3941 Park Drive, #20-343 El Dorado Hills, CA 95762 (916) 941-8194

CA Proforma J.C.L. Print Associates Jeff Leuchi 555 Peters Avenue, Suite 260A Pleasanton, CA 94566 (925) 462-7534

CA Proforma Pepper Promotions Suzanne Rhodes 14212 Mediatrice Lane San Diego, CA 92129 (858) 780-9909

CA Proforma Direct Effect Jeff & Joy Miller 1665 Arroyo Vista Way El Dorado Hills, CA 95762 (888) 471-2580

2 of 212 21 EXHIBIT C FRANCHISES CURRENTLY IN OPERATION (Year End 12/31/08)

CA Proforma Star Incentives Ilene Marshall 8211 Moller Ranch Drive Pleasanton, CA 94588 (925) 461-0799

CA Proforma Business Designs Rich Cargile 2843 Hopyard Road, #173 Pleasanton, CA 94588 (925) 426-1991

CA Proforma OnQue Richard Yerman 3900 Newpark Mall Road, #340 Newark, CA 94560 (510) 505-0304 30262 Crown Valley Parkway, CA Proforma 3 Elaine Arthur Laguna Niguel, CA 92677 (949) 218-3147 B531 CA Proforma Socially Yours Mary Lou Granite-Meyer 7120 Golden State Highway Bakersfield, CA 93308 (661) 410-7763

CA Proforma Solutions Supplier Brandon Kennedy 4400 Ashe Road, #209 Bakersfield, CA 93313 (661) 617-6117 Hermosa Beach, CA CA Proforma Branding Hut Malissa Barry-Lober 541 3rd Street (310) 376-3409 90254 CA Proforma by Kug David Kugelman 231 Silva Avenue Marysville, CA 95901 (530) 742-2423

CA Proforma Moore Promotions Laura Moore 16 Seacrest Court Sacramento, CA 95835 (916) 606-2088 Cardiff By The Sea, CA CA Proforma 24/7 Paul Marthaler 2382 Carol View Drive, Suite 311 (760) 889-8917 92007 Rancho Santa Marga, CA CA Proforma Powerful Promotions & Print Jeff Pagano 19 Calle de Arena (949) 690-8895 92688 CA Proforma D & D Innovations Doug Andre 1484 Hartnell Avenue, Suite G Redding, CA 96002 (530) 223-6520

CA Proforma Brand Solutions Mark Borson 951-2 Old County Road, Suite 200 Belmont, CA 94002 (650) 787-7897

CA Proforma Every Little Detail Jackie Young 1103 Ferry Circle Folsom, CA 95630 (916) 730-5294

CA Proforma Press Stanley Sloan 1229 Bracebridge Court Campbell, CA 95008 (408) 370-7900

CA Proforma FS Solutions William MacKay 3333 Bowers Avenue, Suite 130 Santa Clara, CA 95054 (408) 490-4919

CA Proforma Left Coast Promotions Rebekah Brooks 2071 Amanda Way #12 Chico, CA 95928 (888) 800-9440

CA Proforma Admore Agency Samuel & Cecelia Kemper 4908 Ina Court Bakersfield, CA 93306 (661) 330-2481

CA Proforma Winning Solutions Kari Wolsky 6363 Christie Avenue, Suite 824 Emeryville, CA 94608 (510) 595-7672

CA Proforma Paper Blend Analiza del Rosario 655 N. Azusa Avenue, #231 Azusa, CA 91702 (626) 334-4674

CA Proforma Smart Solutions Lilibeth Rutledge 3056 Windmill Canyon Drive Clayton, CA 94517 (925) 672-6600 Huntington Beach, CA CA Proforma Image Plus Holger Kasper 8941 Atlanta Ave # 516 (714) 421-4532 92646 Proforma Bear Paw Pacific CA Betty Belcourt 18340 Yorba Linda Blvd., #107-402 Yorba Linda, CA 92886 (714) 524-0966 Advertising Specialties CA Proforma Square One Promotions Julie Knox-Gonzalez 7248 Shoshone Avenue, Suite A Lake Balboa, CA 91406 (818) 342-4320

CA Proforma FAA Brand Jamie Fong 850-3 Pointe Pacific Drive Daly City, CA 94014 (877) 642-0020 Huntington Beach, CA CA Proforma Surf City Promo Julie Drake 1718 Pine Street (949) 254-5803 92648 CA Proforma Trend Terry Henson 36431 Rodgers Lane Yucaipa, CA 92399 (909) 723-6193

CA Proforma Integrated Systems Joseph Lahore 25422 Trabuco Road, #105-173 Lake Forest, CA 92630 (949) 597-8836

CA Proforma Image Innovations Manuel Lomeli, Jr. 2081 N. Oxnard Blvd. Unit #171 Oxnard, CA 93036 (805) 981-0872

CA Proforma Impact Marketing Tony Ward 4421 Camela Street Yorba Linda, CA 92886 (714) 656-4170

CA Proforma White Shadow Productions Keith Agran 1527 Felspar Street #6 San Diego, CA 92109 (858) 354-6439 28422 Constellation Road, Suite CA Proforma One Marketing Solutions Mickey Ha Valencia, CA 91355 (213) 820-8241 116 Proforma Pacific View Printing and CA Mitchell Tendler 21822 Lassen Street, Suite D Chatsworth, CA 91311 (818) 734-8291 Promotions

3 of 213 21 EXHIBIT C FRANCHISES CURRENTLY IN OPERATION (Year End 12/31/08)

CA Proforma Hotwired Marketing Maher Wareh 2345 N. Glassell Street Orange, CA 92865 (714) 330-3703

CA Proforma XTI Richard Gray 20321 Lake Forest Drive, D7 Lake Forest, CA 92630 (949) 587-0416 Highlands Ranch, CO CO Proforma Impact Graphics David & Janice Thompson 291 W. Phillips Peak (303) 683-0327 80129 CO Proforma Alpine Marketing Group Therese K. Cohen 181 Snaffle Road Edwards, CO 81632 (970) 926-6221

CO Proforma Palone & Associates Tony & Nita Palone 5804 Cole Way Arvada, CO 80004 (303) 424-2755

CO Proforma Promotions Plus Debra & Joseph Adkins 2595 S Lewis Way B114 Lakewood, CO 80227 (303) 987-9488

CO Proforma 21st Century Promotions Terry Roth 1123 Pontiac Street Denver, CO 80220 (303) 321-0449 Highlands Ranch, CO CO Proforma Single Source Chuck Barrett 9181 South Kenwood Court (303) 791-8738 80126 CO Proforma Imagery John & Suzanne Hagen 6455 S. Dallas Court Englewood, CO 80111 (720) 489-5001

CO Proforma Resource Group David Nunn 399 Denali Lane Montrose, CO 81403 (970) 626-3395

CO Proforma The Butterfield Company Scott Butterfield 3558 West 97th Avenue Westminster, CO 80031 (303) 997-5755

CO Proforma Big Dog Branding Chris Morrissey 2201 Dover Drive Fort Collins, CO 80526 (970) 416-9090 Highlands Ranch, CO CO Proforma Altitude Marketing Brett Noser 239 West Sylvestor Place (303) 995-8788 80129 CT Proforma Promotion Consultants Stephen Garst 1074 Hope Street - Suite 202 Stamford, CT 06907 (203) 322-1507

CT Proforma Communication Resources Joe McCabe 3 Hillcrest Road Bethel, CT 06801 (203) 798-8080

CT Proforma Aposematic Corp. Juan Rodriguez-Torrent Two Pomperaug Office Park Southbury, CT 06488 (203) 568-6443

CT Proforma S & G Associates Karen Jacobowitz 53 Summer Lane North Haven, CT 06473 (203) 985-0249

CT Proforma GraphicWorks Debra Smith 238 Great Swamp Road Glastonbury, CT 06033 (860) 659-0844

CT Proforma Shoreline Graphics Carolyn & James Henry 32 Tera Lane Old Saybrook, CT 06475 (860) 388-0866

CT Proforma Branding Solutions Phil Mertz 13 Bettswood Road Norwalk, CT 06851 (203) 854-9159

CT Proforma Winning Edge Ricky Grossman 131 Northford Road Branford, CT 06405 (203) 488-1447

DE Proforma Preferred Solutions Jim Rafte 9 E. Loockerman Street, Suite 316 Dover, DE 19901 (302) 677-1761

FL Proforma Imaging Jamie Twigg 824 Palmetto Avenue Melbourne, FL 32901 (321) 984-5153

FL Proforma Metro Business Systems Marc Berkow 8539 Little Swift Circle Jacksonville, FL 32256 (862) 216-0064

FL Proforma PrintSource Daniel Mack 2050 Art Museum Drive, Suite 105 Jacksonville, FL 32207 (904) 398-8500

FL Proforma Innovative OneSource Dan Garrett 27550 SR 64 Myakka City, FL 34251 (941) 322-9771

FL Proforma Communications Group Brian & Patrick Dinley 1730 South Federal Highway, #274 Delray Beach, FL 33483 (561) 265-0578

FL Proforma Creative Business Products Larry & Betty Covington 1892 Hickory Lane Atlantic Beach, FL 32233 (904) 247-1448

FL Proforma Printing Dave Eastwood 18520 Grand Avenue Port Charlotte, FL 33948 (941) 235-1839 Proforma Anchor Printing & FL Bill & Jane Parsons 3494D Weems Road Tallahassee, FL 32312 (850) 894-3676 Promotions FL Proforma DSD Creative Solutions David Dudash 7417 Oakvista Circle Tampa, FL 33634 (813) 884-5264

FL Proforma Print Source Unlimited Chuck Turner 141 Harvey Mill Road Crawfordville, FL 32327 (850) 926-6070

FL Proforma Communication Systems Buz & Patricia Couturier 18361 Plumbago Court, Suite G Lehigh Acres, FL 33972 (888) 759-1741

4 of 214 21 EXHIBIT C FRANCHISES CURRENTLY IN OPERATION (Year End 12/31/08)

Proforma Printing & Promotional FL Daniel & Naomi Lawlor 864 Eagle Point Drive St. Augustine, FL 32092 (904) 825-0500 Services FL Proforma Creative Marketing Robin Ferguson 7651 Gate Parkway, Unit 2308 Jacksonville, FL 32256 (904) 807-9905

FL Proforma S3 Tammy Johnson 221 Eastpark Drive, Suite B Celebration, FL 34747 (407) 566-8026

FL Proforma Global Sourcing Michele Adams 2500 NW 107th Avenue, Suite 204 Doral, FL 33172 (800) 870-8979

FL Proforma Corporate Promotions Heather Young & Jeff Bozsoki 4936 Northern Dancer Way Orlando, FL 32826 (407) 282-4489

FL Proforma Custom Marketing Robin Knight 6719 Bellview Pines Place Pensacola, FL 32526 (850) 944-7515

FL Proforma Print Media Colleen & David Blaquiere 12217 Springmoor Three Court Jacksonville, FL 32225 (904) 398-4000

FL Proforma Sunshine State Dan McCarthy 8111 Unit A Garden Road Riviera Beach, FL 33404 (561) 881-8888

FL Proforma Images R. Paul Holmes 2311 Arabian Trail Ormond Beach, FL 32174 (386) 615-3043 Proforma Promotional & Printed FL Martin Arriola 11248 NW 74th Terrace Doral, FL 33178 (305) 418-4410 Solutions FL Proforma Flight Line Robert Harris 8210 SW 55th Court Davie, FL 33328 (954) 298-8044

FL Proforma EFM Promotional Products Efrain Morantes 6175 N.W. 167th Street, #G-16 Miami Gardens, FL 33015 (305) 698-8553

FL Proforma Access Marketing Gwen Riggins 3907 Karissa Ann Place, East Jacksonville, FL 32223 (904) 880-4936

FL Proforma Creative Ideas Polly Gardner 9202 S.E. Pomona Street Hobe Sound, FL 33455 (772) 546-8946 13506 Summerport Village Pkwy, FL Proforma Platinum Impressions Danny Curbelo Windermere, FL 34786 (407) 877-9186 #393 FL Proforma DataPrint Patrick McCoy 11983 Tamiami Trail N., Suite 114 Naples, FL 34110 (239) 566-1111

FL Proforma Marketing Group David Hyman 23257 State Road 7, Suite 209 Boca Raton, FL 33428 (561) 488-4065 Proforma Specialized Marketing & FL Gary Howard 6290 NW 66th Way Parkland, FL 33067 (954) 444-3197 Print Solutions 7955 Airport Road North, Suite FL Proforma Dynamic Image Solutions Barbara Scheipe Naples, FL 34109 (239) 592-0086 203A FL Proforma AdPro Gerald Wilcox 2880 W. Oakland Park Blvd., #232 Oakland Park, FL 33311 (954) 484-5777

FL Proforma Waterlilies Susan Stobo 5034 79 Ave Drive East Sarasota, FL 34243 (941) 359-0300 Mark Angstreich & Gerald FL Proforma Professionals 6574 N. State Road 7 #405 Coconut Creek, FL 33073 (954) 323-2367 Muhlenforth FL Proforma Services George Bell 113 Key Haven Road Key West, FL 33040 (305) 294-0696

FL Proforma A.J. Abrams Co. Alex Abrams 520 Live Oak Street Maitland, FL 32751 (407) 921-3000

FL Proforma Smart Marketing Jennifer Courtney 985 Wellington Court Dunedin, FL 34698 (352) 359-4044

FL Proforma Gossett Marketing Group Danette Gossett 3701 Poinciana Avenue Coconut Grove, FL 33133 (305) 443-1332

FL Proforma Corporate Images Rob Ayers 771 Fentress Boulevard, Suite 10 Daytona Beach, FL 32114 (386) 274-7100

GA Proforma Direct Joel & Yvette Crowe 6409 Abercorn Street, Suite D-1 Savannah, GA 31405 (912) 352-7929

GA Proforma Custom Business Services Lillian DeAngelo 1059 Triad Court, Suite 4 Marietta, GA 30062 (770) 874-7565 227 Sandy Springs Place NE, D- GA Proforma Business Concepts Terry Siroky Atlanta, GA 30328 (770) 272-0212 359 GA Proforma Custom Graphics Michael Thompson 95 Pilgrim Way Newnan, GA 30265 (770) 253-6920

GA Proforma ABBAgraphics Jack & Jolynne Sutton 985 Seven Oaks Jesup, GA 31546 (912) 588.9300

GA Proforma Corporate Printing Joe Noonan 3900 Oakcliff Industrial Court Atlanta, GA 30340 (770) 972-9122

5 of 215 21 EXHIBIT C FRANCHISES CURRENTLY IN OPERATION (Year End 12/31/08)

Proforma Sales & Marketing Stone Mountain, GA GA Bill Sisk 7381 Harbor Cove Lane (770) 469-7972 Consulting 30087 GA Proforma Business Image Solutions John Cain PMB 320 3760 Sixes Road #126 Canton, GA 30114 (770) 720-9011

GA Proforma RM Hines Group Randy & Susan Hines 8309 Dunwoody Place Atlanta, GA 30350 (678) 741-2944 Proforma Resolution Print GA Tamara Manny 8665 Wolf Creek Drive Winston, GA 30187 (678) 838-8832 Management GA Proforma BPM Michael Beckman 8820 Appling Ridge Cumming, GA 30041 (770) 781-5623

GA Proforma Wilson Marketing Concepts Chris Wilson 5141 Amsterdam Court, S.W. Liburn, GA 30047 (678) 380-6869

GA Proforma At Work Sophia Hinely 2523 Dering Place NE Atlanta, GA 30345 (404) 343-1925

GA Proforma Irvine Group Bruce Irvine 2607 Vinings Central Drive Smyrna, GA 30080 (404) 247-2435 1825 Old Alabama Road, Suite GA Insignia Promotions, LLC JT Marburger Roswell, GA 30076 (678) 323-1406 108 GA Proforma Power Marketing Solutions Randolph Nugent 5300 Brookside Place Roswell, GA 30076 (770) 500-5455

GA Proforma Brand X Peter Bolognese 1101 E. Confederate Ave. S.E. Atlanta, GA 30316 (404) 424-4958

GA Proforma Turning Point Promotions Lee & Mark Thompson 6445 Ivey Meadow Lane Cumming, GA 30040 (770) 888-5450

GA Proforma Atlantic Gifts Michael Schnell 1100 Grace Hill Drive Roswell, GA 30075 (770) 993-5015

GA Proforma Crown Promotions Maria Stewart 113 River Forest Drive Forsyth, GA 31029 (404) 918-1625

GA Proforma The Art of Promotion Shelley Pritzkau 1088 E. Confederate Avenue SE Atlanta, GA 30316 (404) 309-3358

HI Proforma Favorable Impressions Milt & LaVerne Yamada 1987 Iwi Way Honolulu, HI 96816 (808) 576-3442

IA Proforma Quality Resources John Carpenter 23669 Highway 92 Columbus, IA 52738 (319) 728-3111

IA Proforma Xtreme Jeff Walters 1926 W. 3rd. Street Cedar Falls, IA 50613 (319) 277-3738

IA Proforma Hill & Hill Graphics Jeff Hill 1561 Berryfield Court Bettendorf, IA 52722 (563) 349-5243

IA Proforma Streamline Joshua Mason 1200 12th Street Marion, IA 52302 (319) 929-1172

ID Proforma Diversified Michael & Lynette Peters 760 East King Street #101 Meridian, ID 83642 (208) 344-1117 Proforma Diversified Business IL Clyde Burks 9449 S. Kedzie Avenue, Suite 302 Evergreen Park, IL 60805 (773) 239-3800 Products IL Proforma Quality Business Services Bonnie Roth 18582 W. Judy Drive Gurnee, IL 60031 (847) 356-1959

IL Proforma Business Products Jon Short 4215 Maine Trail Crystal Lake, IL 60012 (815) 455-6850

IL Proforma Second Wind Larry Kobischka 10469 Ray Drive Roscoe, IL 61073 (815) 623-1678 Proforma Customized Graphics & IL Richard Wilson 532 E. Kenilworth Lane Schaumburg, IL 60193 (847) 985-9030 Promotions IL Proforma Graphix Kathy Schatz 1145 Regency Lane Carol Stream, IL 60188 (630) 289-9012

IL Proforma Vision Graphics Joseph & Karen Barnes 3739 Celeste Lane Naperville, IL 60564 (630) 922-7415 Dennis Manzardo, Jr. and IL Proforma Trader Graphix 5470 Fairmont Road Libertyville, IL 60048 (847) 247-0011 Dennis Manzardo, Sr. IL Proforma Century Promotions George Curran 457 Farnsworth Circle Barrington, IL 60010 (847) 639-4259

IL Proforma Business Graphics Lee Cortese 117 S Cook Street, # 330 Barrington, IL 60010 (847) 550-8217 Proforma Southland Printing & East Hazel Crest, IL IL John Kearns 17416 S. Throop Street (708) 922-9202 Graphics 60429 IL Proforma Lakewood David Siers 42W351 Foxfield Drive St. Charles, IL 60175 (630) 907-2844

6 of 216 21 EXHIBIT C FRANCHISES CURRENTLY IN OPERATION (Year End 12/31/08)

IL Proforma Business Builders Jeff Brooke 810 W. Pioneer Parkway Peoria, IL 61615 (309) 692-6390 Paul Arcivar & James IL Proforma Creative Impressions 740 Thornapple Drive, Suite 206 Naperville, IL 60540 (877) 394-3968 Kostohrys Proforma Graphic Communication IL David Roliardi 1605 Pickwick Lane Dekalb, IL 60115 (815) 787-2985 Solutions Proforma Corporate Product IL Jeffrey Spencer 1444 N. Farnsworth Avenue, #207 Aurora, IL 60505 (630) 236-6212 Solutions IL Proforma Grand Ads Jeff Bush 108 E. Commercial Street, Suite C Catlin, IL 61817 (217) 427-5422

IL Proforma DLC & Associates Donald Cunningham 1124 Oakbrook Ave. Chatham, IL 62629 (888) 352-8809

IL Proforma Total Solutions Bob Raudys 13735 Kickapoo Trail Homer Glen, IL 60491 (708) 301-4128

IL Proforma Printed Promotions Carl Gustafson 420 South Harvard Villa Park, IL 60181 (630) 782-6206 Proforma Elite - Solutions for IL Kerry Multz 33959 N. Shawnee Avenue Gages Lake, IL 60030 (847) 281-9324 Business IL Proforma Eagle Premier Margaret Hunt 446 Burroughs Road Columbia, IL 62236 (618) 531-4547

IL Proforma PPG Kathy Labbe 158 Dawson Drive Elgin, IL 60120 (847) 429-9349

IL Proforma ID Incentive Design Bruce Kantor 28 E. Piper Lane Prospect Hts., IL 60070 (847) 808-7878

IL Proforma Elite Promotions Lynne Gehrke 18008 S. Wolf Road - Suite 265 Orland Park, IL 60467 (708) 478-8220 Proforma Lakeshore Print & IL Cristina Ruiz & Mark Adams 133 Walnut Street Frankfort, IL 60423 (815) 534-5461 Promotions IL Proforma Premiums Sue Franzen 520 Kingsway Drive Aurora, IL 60506 (630) 844-3147

IL Proforma House Beverly Padratzik 6409 N. Tahoma Chicago, IL 60646 (773) 467-4566

IL Proforma Awards Print & Promotions Greg Siebert 15 Ridgefield Road Montgomery, IL 60538 (630) 897-9848

IL Proforma Third Coast Bobby Mitchell 100 N. LaSalle Street, #1910 Chicago, IL 60602 (312) 726-4163

IL Proforma Synergy Graphics Rosemary & Kurt Wuckert 36W665 Oak Hill Drive Dundee, IL 60118 (847) 426-6684

IL Proforma Commercial Print Group Kevin Springer 4820 Fesseneva Lane Naperville, IL 60564 (630) 460-3492 Proforma McLaughlin Marketing IL John McLaughlin 303 Larch Drive Olney, IL 62450 (618) 302-7989 Concepts IL Proforma ProMediAspire Richard Mitchell 101 W. Illinois Avenue Morris, IL 60450 (815) 942-0773

IL Proforma Eagle Printing John & Laura O'Melia 2957 12th Avenue Moline, IL 61265 (309) 762-0771

IL Proforma Innovative Creations Lisa & Sandi Bye 234 E. Harrison Street Villa Park, IL 60181 (630) 849-1447 Proforma AAA to ZZZ Signs & IL Rocco DiDonna 924 Academy Lane West Chicago, IL 60185 (630) 205-7446 Promotions IL Proforma North Shore Marketing Barbara Flanagin 1217 Candlewood Hill Road Northbrook, IL 60062 (847) 800-6973

IL Proforma Bliss Branding Solutions Mark Binder 144 Bright Ridge Drive Schaumburg, IL 60194 (312) 388-7797

IL Proforma Metoyer & Associates Ed Metoyer 1 S. Lakewood Court South Elgin, IL 60177 (847) 707-1139

IN Proforma Enterprises Jeff Jellison 14574 Faucet Lane Fortville, IN 46040 (317) 485-8517

IN Proforma Premier Printing Al & Lynn Elskus 10252 Eastwind Court Indianapolis, IN 46256 (317) 842-9181

IN Proforma Pace Forms & Graphics Richard Gerard 725 East Water Street Hartford City, IN 47348 (765) 348-2615

IN Proforma One Source Solutions Janet Womack 10450 Whippoorwill Court Granger, IN 46530 (574) 675-9220

IN Proforma Gary & Pat Thompson 6142 St.Joe Center Road #107 Fort Wayne, IN 46835 (260) 486-2016

7 of 217 21 EXHIBIT C FRANCHISES CURRENTLY IN OPERATION (Year End 12/31/08)

IN Proforma Multi Source Margaret & Paul Del Re 8524 Glen Scott Lane Indianapolis, IN 46236 (317) 826-8720

IN Proforma Marketing Technologies Michael J. Smith 51124 Broken Wood Court Granger, IN 46530 (317) 348-6490

IN Proforma Data & Marketing Services Michael Wheeler 13271 Adams Road Granger, IN 46530 (574) 277-1375

IN Proforma Corporate Solutions Jon Nielsen 51950 Chicory Lane Granger, IN 46530 (574) 277-3748

IN Proforma Total Source Jeff Wells 8521 Allsop Place Evansville, IN 47725 (812) 437-0888

IN Proforma Graphic Concepts Group Michael & Patti Berger 10021 Shadow Woods Drive Granger, IN 46530 (574) 675-0568 Mindy Porter, Steve Porter & IN Proforma Innovative Ideas 5172 E. 65th St. Suite 105 Indianapolis, IN 46220 (317) 823-9004 Eric Marasco Proforma Promotional Marketing IN Mike Robinson 3256 Waterside Court Greenwood, IN 46143 (317) 422-8757 Concepts IN Proforma SourceLink Diana Siela 8312 Norwood Court Ft. Wayne, IN 46835 (260) 486-2222 Proforma Commercial Print & IN Phillip Cleaver 10214 Chestnut Plaza Drive, #141 Fort Wayne, IN 46814 (260) 616-1010 Marketing IN Proforma Mark Graphics Marc Petersen & Jon Nielson 740 E. 6th Street Mishawaka, IN 46544 (574) 250-0758 Wanda Zoeller & Susan IN Proforma double dog dare 3204 Creekwood Court New Albany, IN 47150 (812) 944-8322 Herndon KS Proforma ePromo & Print John Schulz 3618 N. 112th Street Kansas City, KS 66109 (913) 721-2595 Proforma Marketing & Promotional KS Keith Steiniger & Loras Heck 8218 Nieman Road Lenexa, KS 66214 (913) 685-9098 Solutions KS Proforma Promotionally Yours Jeff Levy & Jeff Bowles 13420 W. 140th Street Overland Park, KS 66221 (913) 814-7802

KS Proforma Forms & Promotions Roger Wood 701 Thomas Street Pittsburg, KS 66762 (620) 231-1375 Proforma Advanced Marketing KS Alyson & Jason Denton 9814 W. 100th Terrace Overland Park, KS 66212 (913) 307-0029 Solutions Danny Seay & Stephen KS Proforma IMA 13306 W. 99th Street Lenexa, KS 66215 (913) 599-5995 Robertson KS Proforma On Target Marketing Pamela Feingold 5421 West 104th Street Overland Park, KS 66207 (913) 381-3388

KY Proforma Innovative Solutions Group John Black 18 North Fort Thomas Ave., #206B Fort Thomas, KY 41075 (859) 441-2530 Proforma Printing & Marketing KY Darrell Florence 4324 Clemens Drive Lexington, KY 40514 (859) 389-7229 Solutions KY Proforma Systems & Solutions Ted Berg 702 Davenport Drive Louisville, KY 40245 (502) 254-5373

KY Proforma Multi-Marketing Services Dan Fitzgerald 3503 River Bluff Road Prospect, KY 40059 (502) 228-9869

KY Proforma Cornerstone Concepts Jeri & Thomas Marsh 9131 Twin Bridges Road Alvaton, KY 42122 (270) 781-1324

KY Proforma Rich Solutions Ann & Mark Rich 291 N. Hubbards Lane Louisville, KY 40207 (502) 614-6176

KY Proforma N & M Communications Nicole Knasel 357 Taylor Avenue Bellevue, KY 41073 (859) 291-1350

KY Proforma Printech Michael Mills 4928 Buckhorn Court Burlington, KY 41005 (513) 884-9551

LA Proforma KRL Color Kirk Lavigne 1822 Capt Shreve Shreveport, LA 71105 (318) 868-9200

LA Proforma Printing Forms & Labels Brooks Roy 11930 Industriplex Blvd, Suite 16 Baton Rouge, LA 70809 (225) 752-8488 Yvette Hymel & Rachel LA Proforma Key Solutions 5700 Citrus Boulevard, Suite D New Orleans, LA 70123 (504) 305-6404 Zabala Proforma Promotional Marketing LA Michelle Vedros 404 Cypress Street Raceland, LA 70394 (985) 665-0105 Consultants MA Proforma Platinum Group George King 27 Gretchen Way Raynham, MA 02767 (508) 821-3826

MA Proforma Marketing Services George Heipler 109 Walnut Street Shrewsbury, MA 01545 (508) 845-9098

8 of 218 21 EXHIBIT C FRANCHISES CURRENTLY IN OPERATION (Year End 12/31/08)

Newton Upper Falls, MA MA Proforma Flag & Banner David Granoff & Paul Doherty 50 Tower Road (617) 964-5533 02464 MA Proforma Ark Graphics Robert Boland 35 Eastview Terrace Marston Mills, MA 02648 (508) 428-3455

MA Proforma Printing and Promotion Barry & Mark Resnick 71 Commercial Street, Suite 304 Boston, MA 02109 (617) 464-1120

MA Proforma Ink Kevin & Mary Lou O'Connor 11 Huntingdon Road Lynnfield, MA 01940 (781) 334-2442

MA Proforma Business Services Edward J. Bushnell 12 Delwood Road Chelmsford, MA 01824 (978) 256-9414 Michael Champoux & Andrew MA Proforma Marketing Impressions 10 Gloria Way Wilmington, MA 01887 (978) 447-1100 Tucker MA Proforma MatchPrint & Promotions Laurie Young 27 Manor Lane Oxford, MA 01540 (508) 987-0072

MA Proforma InPrint Management Kevin Montecalvo 5 Perry Way, Suite 16 Newburyport, MA 01950 (978) 463-9200 Proforma Customized Business MA Pete Pribulick 7 Park Street, Suite 213 Attleboro, MA 02703 (508) 226-0019 Products Proforma Print & Promotional MA Ellen Zeltner 77 Autumn Street Agawam, MA 01001 (413) 786-9077 Solutions MA Proforma Spectrum Incentives Julie Marcus 5 Bernardo Drive S. Attleboro, MA 02703 (508) 809-9796

MA Proforma SAI Charles Pizzelli & Frank Keljik 5 Main Street Franklin, MA 02038 (508) 528-6550

MA Proforma Concepts & Solutions Jed Cantor 2 Cedar Street Woburn, MA 01801 (781) 937-0852 Cristine Nigro & Reynold MA Proforma Creative Precision 132 Central Street, D18 Foxboro, MA 02035 (508) 543-8668 LeVau MA Proforma Imaging Products George Parkhurst 4 Blue Heron Lane Manchester, MA 01944 (978) 526-4007

MA Proforma Management Solutions Kevin Lyons 30 Parker Street Westwood, MA 02090 (781) 326-1350

MA Proforma At Your Service David King 1 Mountain Laurel Lane Lancaster, MA 01523 (978) 800-1540

MA Proforma The Right Impression Joyce Corcoran 53 Lancaster Road North Andover, MA 01845 (978) 258-6544

MA Proforma Infinite Printing Solutions Scot Murphy 65 Spear Street Melrose, MA 02176 (781) 405-8662 Proforma Packaging, Printing & MA Brian O'Leary 30 Mass Avenue Norfolk, MA 02056 (508) 528-8065 Promotions MA Proforma Print Design Thomas Moore 95 Elm Street Georgetown, MA 01833 (978) 769-5291

MA Proforma Champion Marketing Andrew Bernstein 48 Church Street Mansfield, MA 02048 (617) 933-9939

MA Proforma B2B Solutions William Brooks 10 Rolling Meadow Lane Westford, MA 01886 (800) 342-1105

MD Proforma Capital Graphics John & Maria Feuz 4810 Marianne Drive MT.Airy, MD 21771 (301) 865-1263

MD Proforma Metro Printing & Promotion Mark Patterson 2976 Penwick Lane #303 Dunkirk, MD 20754 (301) 855-0534 Prince Frederick, MD MD Proforma ABC Charles Reese 113 Windcliff Road (410) 535-6464 20678 MD Proforma Handprint Solutions Reid Hand 322 Main Street Reisterstown, MD 20136 (410) 833-5532

MD Proforma Precision Printing Systems Todd Patrick 11 Freedom Court Baltimore, MD 21220 (410) 335-7080

MD Proforma Stewart & Associates Bruce Copeland 7617 #A Weatherworn Way Columbia, MD 21046 (410) 312-5050

MD Proforma DocuPrint Services Timothy Michienzi 2106 Crossgate Drive Croston, MD 21114 (301) 858-0704

MD Proforma JMD Graphics Jack Dike 310 Buckland Court Severna Park, MD 21146 (410) 315-7640 Montgomer Village, MD MD Proforma Stevenson & Associates Mark Stevenson 6 Meadowcroft Court (301) 527-8503 20886 MD Proforma 100 Jay Embree 804 Ruxshire Drive Arnold, MD 21012 (410) 757-6313

9 of 219 21 EXHIBIT C FRANCHISES CURRENTLY IN OPERATION (Year End 12/31/08)

MD Proforma The Idea Man Will Long 4716 Vicky Road Nottingham, MD 21236 (410) 931-8888

MD Proforma Global Printing & Design Holly & Ricardo Ambrose 2 Winters Lane Baltimore, MD 21228 (410) 788-7500 Midge Saint, Katie Interdonato MD Proforma Product Promotions 207 Upshire Circle Gaithersburg, MD 20878 (301) 258-9729 & Julie Pulte MD Proforma One Stop Printing Solutions Margaret Rankin 100 Roesler Road Glen Burnie, MD 21060 (410) 768-8757

MD Proforma Happy Marsha Carmack 6420 Mercantile Drive East, #210 Frederick, MD 21703 (301) 514-8238 Annapolis Junction, MD MD Proforma Promolink David Powell 8975 Henkels Lane, #700 (240) 841-2203 20701 ME Proforma Print Systems Shirley Lake 298 Main Street, 3rd Floor Yarmouth, ME 04096 (207) 767-1679

MI Proforma Printing Concepts Sheryl Kendrick 1475 West Delta Drive Saginaw, MI 48638 (989) 792-1508

MI Proforma Printing Advantage Chuck Collini 9571 Edgewood Avenue Traverse City, MI 49684 (231) 941-7390

MI Proforma LSSC Kevin Larkin 2611 Woodbourne Drive Waterford, MI 48329 (248) 736-8203

MI Proforma Gust Bill Gust 1200 N Madison Ave Ste B Bay City, MI 48708 (989) 892-4878

MI Proforma JM & P Mark & Paula Fleming 3820 Victoria Drive Troy, MI 48083 (248) 528-9239

MI Proforma Marketing Elements Tim Rutgers 1975 Leisure Blvd. Holland, MI 49424 (616) 786-4452

MI Proforma Bluegum Group Paul Booker 1243 Breckenridge Way Portage, MI 49002 (269) 324-2972

MI Proforma McNay Burton Eleanor Burton 21805 Oak Drive Pierson, MI 49399 (616) 866-9526

MI Proforma Innovative Image Solutions Laura Petcoff 607 Windsor Run Bloomfield Hills, MI 48304 (248) 758-0530 Proforma Platinum Printing and MI Suzanne Ashcraft 143 West Tacoma Clawson, MI 48017 (248) 341-3814 Promotions MI Proforma Image & Design Carolyn Schena 1790 Squirrel Valley Drive Bloomfield Hills, MI 48304 (248) 997-8515

MI Proforma Combined Products Charles Ely 760 W. Woodmeade Ct. SE Ada, MI 49301 (616) 285-9460

MI Proforma Centricity Jim Richardson 9287 Arrowhead Drive E Scotts, MI 49088 (800) 806-6256

MI Proforma Premier Marketing Mary Ciraci 2448 Lanergan Drive Troy, MI 48084 (248) 822-5555 Grosse Pte Farms, MI MI Proforma Amplified Jim Hanika & Anita Shina 21 Kercheval, #234 (313) 821-4143 48236 MI Proforma Infinite Marketing Solutions David Szidik 2471 Forest Meadows Court, SE Grand Rapids, MI 49546 (616) 974-0350 Proforma Combined Business MI Richard Sandell 16118 Silvershore Drive Fenton, MI 48430 (866) 433-9029 Services MN Proforma Omnisource Jim Anderson 4580 Scott Trail, Suite 202 Eagan, MN 55122 (651) 688-2030

MN Proforma Millennium Graphics Jim Yurick 3837 Westin Avenue St. Paul, MN 55125 (651) 714-1550

MN Proforma Print Dynamix Barb Danielson 677 Vista Ridge Lane Shakopee, MN 55379 (952) 233-5073 Proforma A & M Advertising White Bear Lake, MN MN Andrew & Michael Aho 4315 Cottage Park Road (651) 762-2725 Specialties 55110 MN Proforma Marketing Incentives Mark Ekman 7753 Beech Street NE, Suite 100 Fridley, MN 55432 (763) 502-7664

MN Proforma QSI Anna & Tim Hasty 3464 Owasso Street St. Paul, MN 55126 (651) 484-9533

MN Proforma NorthStar Marketing Thomas Stumpf 541 Hawthorne Woods Drive Eagan, MN 55123 (651) 688-7424

MO Proforma M & M OneSource Marilyn & Michael Bryant 656 Shadowridge Drive Ballwin, MO 63011 (636) 458-1435 Proforma Business Performance MO David A. Kasprzyk 148 Bright Gem Drive St. Charles, MO 63304 (636) 300-0555 Solutions

10 of 2110 21 EXHIBIT C FRANCHISES CURRENTLY IN OPERATION (Year End 12/31/08)

MO Proforma Resource One Richard Bright 17150 Surrey View Drive Chesterfield, MO 63005 (636) 532-4706

MO Proforma RGP Creative Grant Peters 680 Crown Industrial Court, Unit K Chesterfield, MO 63005 (314) 662-2878

MO Proforma Blue Moon Solutions Scott Hacker 2233 S Luster Avenue Springfield, MO 65804 (417) 423-7284

MS Proforma Media Group David & Sandy Rickman 3101 N Shiloh Road Corinth, MS 38834 (888) 266-4881 Bruce Cole and Jean Gilbert- MT Proforma InfoSystems 3701 Trakker Trail, Suite 2A/1EW Bozeman, MT 59718 (406) 586-3440 Cole NC Proforma PrintPros Marti Skiba 5031 Furman Place Charlotte, NC 28220 (704) 529-0889

NC Proforma Gilpak Enterprises Todd Gilliam 1811 Old Caroleen Road Forest City, NC 28043 (864) 621-3232

NC Proforma Triangle Print Services Dallas & Lynn King 5716 Dutch Creek Drive Raleigh, NC 27606 (919) 303-0303

NC Proforma Office Systems Michael Aylmore 3827 Chandworth Road Charlotte, NC 28210 (704) 777-4765 Proforma Business & Advertising NC Bill Cleveland 1556-A Union Road Gastonia, NC 28054 (704) 869-0340 Products NC Proforma Coastal Printed Products Leland Bujalski 3616 Amber Dr. Wilmington, NC 28409 (910) 452-0660

NC Proforma Promographix Don Titka & Kevin Dovel 220 Muirfield Lane Clayton, NC 27527 (919) 846-1379

NC Proforma Maverick Marketing Toni S. Moore 1589 Skeet Club Road, Suite 102 High Point, NC 27265 (336) 882-2834

NC Proforma Classic Print Solutions Mark Williams 2628 Tanbridge Road Charlotte, NC 28226 (704) 365-0882

NC Proforma WesleyCo Wesley Buschow 10605 Still Creek Court Raleigh, NC 27614 (919) 676-7944

NC Proforma Print Source Michael Baucom 1408 Christian Ave Suite 33 Durham, NC 27705 (919) 383-2070 Proforma Piedmont Business NC Allen Wright 1484 Low Bridge Road Liberty, NC 27298 (336) 824-4356 Graphics NC Proforma Atchley & Associates Ron Atchley 546 Wallace Road Ellenboro, NC 28040 (828) 453-9946

NC Proforma Prime Image Patrick McDonald 7702 Morrell Lane Durham, NC 27713 (919) 361-8808

NC Proforma Whitecap Promotions Clif Ferrell 7924 Banyan Trail Wilmington, NC 28411 (910) 338-4216

NC Proforma 20.20 id Barbara White 105 Jones Creek Place Chapel Hill, NC 27516 (919) 370-4208

NC Proforma Cardinal Promotions Haynes Willson 607 Runnymede Road Raleigh, NC 27607 (919) 327-4657

NC Proforma Triad Marketing Solutions Mark Helms 6212 Reata Drive Summerfield, NC 27358 (336) 298-3821 Proforma Integrated Marketing NC Doug Hobbs & Mark Helms 1609 Crestgate Drive Waxhaw, NC 28173 (336) 298-3821 Concepts NC Proforma ProfitLink Julie Schoonover 330 Longbridge Drive Matthews, NC 28105 (704) 604-9352

NC Proforma Heberer & Associates Jack Heberer 8716 Wellsley Way Raleigh, NC 27613 (919) 848-9816 Proforma Complete Business NC Narendra Singh 109 Scotlow Way Morrisville, NC 27560 (919) 601-2438 Solutions NC Proforma Premier Business Solutions Kathy & Wayne Richardson 617 N. 23rd Street Wilmington, NC 28405 (910) 763-9154

NC Proforma Paradigm Solutions Scott Sammons 1213 Culbreth Drive Wilmington, NC 28405 (910) 392-2611

NC Proforma Identity Pros John Keith 11610 Chestnut Hill Drive Matthews, NC 28105 (704) 845-8373

NC Proforma Total Print Solutions Cheryl & Michael Prillaman 2376 Hickswood Road, Suite 102 High Point, NC 27265 (336) 841-5292

NE Proforma Identity Marketing Group Mark McCormack 350 N 76th Street Omaha, NE 68114 (402) 884-7190 Proforma Print and Promotional NE Tom Gourlay 5901 S. 58th Street, Suite D Lincoln, NE 68516 (402) 421-2333 Images

11 of 2111 21 EXHIBIT C FRANCHISES CURRENTLY IN OPERATION (Year End 12/31/08)

NE Proforma PSPI Mary Lemke 3801 S. 191st Street Omaha, NE 68130 (402) 934-8651

NE Proforma Business World Brenda and Mike Schmidt 634 West Second Street Hastings, NE 68901 (402) 463-9840

NH Proforma Unlimited Bill & Janet Cohen 22 Hanover Street, Suite 2 Lebanon, NH 03766 (603) 448-6939

NH Proforma Prevost & Associates Stephen Prevost 1 South Browning Court Pembroke, NH 03275 (866) 233-3809 Proforma Just Ask Print and NH Jayne Underwood 34 Folly Mill Road Seabrook, NH 03874 (978) 463-0619 Promotions NH Proforma Piper Printing Craig & Miami Shufelt 102 E. Bow Street Franklin, NH 03235 (603) 934-5055

NJ Proforma Connexions Joe Caravello 57 Livingston Drive Belle Mead, NJ 08502 (908) 359-7414

NJ Proforma Business Resources Carl Mendenhall 2 Woods Edge Court Medford, NJ 08055 (609) 654-5820

NJ Proforma PrintGraphics Paul Vento 8 Fairfield Crescent West Caldwell, NJ 07006 (973) 882-1622

NJ Proforma AYR Graphics & Printing Carl & John Gamba 320 Chestnut Street Roselle Park, NJ 07204 (908) 241-8118

NJ Proforma Industries Kirk & Nancy Lind 1909 Fairfax Avenue Cherry Hill, NJ 08003 (856) 751-0500 2517 Route 35, Building C, Suite NJ Proforma RGK Marketing Impressions Robert G. Koeppl Manasquan, NJ 08736 (732) 223-7333 103 NJ Proforma WTB Enterprises Kathleen & Timothy Black 164 Sunrise Parkway Mountainside, NJ 07092 (908) 301-9789 David Nettles & Susan NJ Proforma Unlimited Resource 38 Hart Avenue Hopewell, NJ 08525 (609) 466-0807 Barosko NJ Proforma ABF Direct Susan Freiberg 2 Regulus Drive Suite C Turnersville, NJ 08012 (856) 256-1900

NJ Proforma Eldon Associates David & James Eldon 33 Kings Road Madison, NJ 07940 (866) 864-5718 Proforma Spectrum Graphics NJ Jay Vento & Paul Vento 8 Fairfield Crescent West Caldwell, NJ 07006 (973) 882-8666 Unlimited NJ Proforma Creative Services Rich Bradley 2 Foxton Drive Atco, NJ 08004 (856) 753-0200 Proforma Alliance Printing & 50 Division Avenue, Bldg. 3, Suite NJ Joseph DiCesare Millington, NJ 07946 (908) 542-1070 Promotional Services 63 NJ Proforma Target Promotions Michael Bryce 706 Heritage Court Neptune, NJ 07753 (732) 922-9830

NJ Proforma Specialty Sales Jim Judd & Bill Ferry 2705 Chestnut Hill Drive Cinnaminson, NJ 08077 (856) 829-9522 North Brunswick, NJ NJ Proforma Solutions & Ideas Tom Ikuss 57 Hidden Lake Drive (732) 422-8900 08902 NJ Proforma Corporate Concepts Brendan Quinn 30 West Main Street Maple Shade, NJ 08052 (856) 321-1400

NJ Proforma Covedata Al Marien 11 West Passaic Street, Suite 5 Rochelle Park, NJ 07662 (201) 226-0607

NJ Proforma R & E Graphics Andy & Julie Fornaro 3 Catawba Lane Annandale, NJ 08801 (908) 521-0396

NJ Proforma Corporate Advantage Craig & Mary Anne Forshey 41 Mecray Lane Maple Shade, NJ 08052 (856) 905-4505 Proforma MaKay Printing and NJ Victor Mogell 1000 White Horse Road, Suite 910 Voorhees, NJ 08043 (856) 346-9700 Promotions 184 S. Livingston Avenue, Suite 9- NJ Proforma Graphic Innovations David Cimbol Livingston, NJ 07039 (973) 486-8308 350 NJ Proforma Garden State Graphics Dan Stenchever 18 Kimberly Way River Edge, NJ 07661 (201) 265-0620

NJ Proforma MOSA Enterprises John Siracusa 593 Ramapo Valley Road Oakland, NJ 07436 (201) 746-6194

NJ Proforma ROI Promotions Lisa & Rich Mistkowski 51 West Main Street Chester, NJ 07930 (877) 794-9510

NJ Proforma DN Associates Norman Agran 245 Throwbridge Drive Scotch Plains, NJ 07076 (908) 660-4795 Little Egg Harbor, NJ NJ Proforma Anchor Ink Marketing Group Richard Ciecwisz 183 N. Ensign Drive (609) 296-6100 08087

12 of 2112 21 EXHIBIT C FRANCHISES CURRENTLY IN OPERATION (Year End 12/31/08)

NM Proforma One Source Imaging Jeff & Mary Gregg 3 Camino Del Sol Corrales, NM 87048 (505) 232-4800 Proforma GPS Global Promotional NV Steve Raucher & Brad Hafen 4425 W. Sunset Rd. Las Vegas, NV 89118 (702) 938-2250 Sourcing NV Proforma imPRINTS Rich White 301 Lingering Lane Henderson, NV 89012 (702) 836-9700

NV Proforma Plus Linda Baker 10411 Bentley Oaks Avenue Las Vegas, NV 89135 (702) 453-8693 Proforma Diamond Business NV Scott Diamond 684 Baffin Island Road Henderson, NV 89011 (702) 445-7076 Solutions NY Proforma SmartByz Mike Accardi 11 Elizabeth Street Chappaqua, NY 10514 (914) 238-9613

NY Proforma Associates John DiBello 421 South Warren Street, #203 Syracuse, NY 13202 (315) 448-1000

NY Proforma Think Ink Russell Howarth 11 Breezeway Lane Goshen, NY 10924 (845) 294-5686 Proforma Executive Business NY Charles Janosick 9 Hope Place St. James, NY 11780 (631) 862-7555 Services Pt. Jefferson Station, NY NY Proforma DRSolutions Dan & Trisha Stolfi 254 Village Green Drive (631) 209-1086 11776 NY Proforma Products Tom Peck 215 Washington Street, Ste 217 Watertown, NY 13601 (315) 788-1911 Proforma Diversified Printing NY Rick LoPresti 127 Dexter Terrace Tonawanda, NY 14150 (716) 743-9166 Solutions NY Proforma Quest Graphics Ralph Daino 160 Rome Street Farmingdale, NY 11735 (631) 501-6955

NY Proforma DocuCom Services Mark A. Eller 46 Lanoche Court Williamsville, NY 14221 (716) 568-2100

NY Proforma A Trusted Name Jeff Gerdy 35 Franklin Street Westfield, NY 14787 (716) 326-7400 Proforma Graphic & Promotional NY William A. Boesch 50 Park Lane, Suite 102 Highland, NY 12528 (845) 883-0888 Solutions NY Proforma Targeted Solutions Jim Egan 1254 Surrey Run East Aurora, NY 14052 (716) 652-9898

NY Proforma IF Print Services David & Wilfred Kolko 20 Regency Oaks Boulevard Rochester, NY 14624 (585) 594-0096 Proforma Business & Promotional NY Russell Brooks 422 Sunlit Terrace Utica, NY 13502 (315) 724-3676 Products NY Proforma Strategic Marketing Damian Giordano 215 Burlington Drive Manlius, NY 13104 (315) 263-8180 Michele Brenner & Diane NY Proforma Chickprint 150th East 44th Street New York, NY 10017 (212) 682-9811 LaRaja NY Proforma Corporate Systems Tracy Kaye 39 S. Main Street New City, NY 10956 (845) 634-0500

NY Proforma Total Business Julie Waldron 80 Viscount Drive Williamsville, NY 14221 (716) 689-0344

NY Proforma Lee's Promotional Products Joseph Guidarelli 1650 Crane Street Schenectady, NY 12303 (518) 355-1098

NY Proforma 123 Marketing Solutions Diane Urmston 3 Daisy Lane Montgomery, NY 12549 (845) 778-8696

NY Proforma Business Impressions Frank Lombardo 7954 Transit Road #343 Williamsville, NY 14221 (716) 408-2700

NY Proforma M3 Promotions Ross Levine 505 8th Avenue, Suite 704 New York, NY 10018 (212) 366-5978

NY Proforma Image Pro Printing Sandra-leah Barbara 260 North Road Poughkeepsie, NY 12601 (845) 471-4838 Pleasant Valley, NY NY Proforma Brand Yourself Carlos Canadilla 21024 Emilie Lane (815) 629-5564 12569 OH Proforma Business Solutions Robert & Patricia Brookens 1420 Finch Lane Milford, OH 45150 (513) 575-9955

OH Proforma T&L Forms Larry & Tammie Hollar 139 East Norman Avenue Dayton, OH 45405 (937) 275-9222

OH Proforma Maloney & Associates Brian Maloney 8800 E. Pleasant Valley Independence, OH 44131 (216) 520-8400

OH Proforma Steinbacher & Associates Larry Steinbacher 23 Public Square, Suite 11 Medina, OH 44256 (330) 241-5370

13 of 2113 21 EXHIBIT C FRANCHISES CURRENTLY IN OPERATION (Year End 12/31/08)

OH Proforma Sixcom David Chase 8500 Station Street, Suite 235 Mentor, OH 44060 (440) 974-1147 Northfield Center, OH OH Proforma Twincorp Dennis Miers 7444 Foghorn Lane (330) 468-0798 44067 OH Proforma Eclectic Technical Systems Brett Smiley & Burt Keiper 395 Springside Drive Akron, OH 44333 (330) 867-4799

OH Proforma Systems Advantage Bob McPheron 1207 Findlay Road Lima, OH 45801 (419) 224-8747 Bill Hageman, Jeff Skinner & OH Proforma Graphic Services 6341 Nicholas Drive Columbus, OH 43235 (614) 760-5800 Jim Shindler 5491 Sterling Lakes Circle, Suite OH Proforma Graphics Group Mike McManis Mason, OH 45040 (513) 770-0808 207 OH Proforma ASAP Patrick Lenehan 18615 Detroit Road, #200 Lakewood, OH 44107 (216) 521-0199 8800 E. Pleasant Valley Rd., Suite OH Proforma Park Place Bill Byrne Cleveland, OH 44131 (216) 520-8400 3126 OH Proforma Allprint Source Joe & Dolores Bobo 1558 Coshocton Ave. #8-113 Mt. Vernon, OH 43050 (740) 392-9487

OH Proforma Mader & Associates Dave Mader 8495 Bradfords Gate Olmsted Falls, OH 44138 (216) 299-1809

OH Proforma CNR Marketing Ron & Connie Muzechuk 8529 N. Dixie Drive, Suite 325 Dayton, OH 45414 (937) 898-8890

OH Proforma TCL Lori Luke 6345 Nicholas Drive Columbus, OH 43235 (614) 766-1313

OH Proforma Al Miano 3029 Silverview Drive Silver Lake, OH 44224 (330) 688-1424

OH Proforma Advanced Solutions Paul J. Hrich 7620 S.O.M. Center Road Solon, OH 44139 (440) 349-2950

OH Proforma Specialty Printing Colleen & Martin Sweeney 1551 Woodhurst Toledo, OH 43614 (419) 380-5000

OH Proforma Solutions for Business Andrew Smith 19668 Progress Drive Strongsville, OH 44149 (440) 268-7993

OH Proforma Packaging & Print Solutions Bill M. Lanphier 9117 Brehm Road Cincinnati, OH 45252 (513) 741-9700

OH Proforma Target Impressions David Myklebust 231 Woodedge Circle W. Powell, OH 43065 (614) 880-0315

OH Proforma Creative Communications Glenn Heffner 7200 Bridlewood Drive Concord, OH 44077 (440) 357-8201 Brunswick Hills, OH OH Proforma Faughner Enterprises Todd Faughner 600 Blackberry Circle (330) 225-6717 44212 OH Proforma Graphic Impressions 2 Dennis & Kimberly Gongwer 3966-G Brown Park Drive Hilliard, OH 43026 (614) 529-0977

OH Proforma PrintPerfect John & Carole Satterfield 333 N Portage Path, #37 Akron, OH 44303 (866) 635-0514

OH Proforma Identity Liz Haley 9033 Academy View Court Dayton, OH 45458 (937) 885-4656

OH Proforma Print & Imaging Jim Pfaff 6345 Nicholas Drive Columbus, OH 43235 (614) 766-1650

OH Proforma Legacy Phil Yale 27900 Sherwood Westlake, OH 44145 (216) 520-8400

OH Proforma PX4 Sue Fancourt 1123 Marion Road Bucyrus, OH 44820 (419) 562-5680

OH Proforma Joe Thomas Group Joe Thomas 13500 Pearl Road, Ste 139-107 Cleveland, OH 44136 (440) 268-0881 Columbia Station, OH OH Proforma Funk Enterprises Dennis & Darlene Funk 11476 Hawke Road, Suite A (440) 748-9100 44028 OH Proforma Albrecht & Co. Fred & Suzette Albrecht 1040 TechneCenter Drive Milford, OH 45150 (513) 576-9900

OH Proforma Marketing & Graphics Carl Wochele 1318 Cherokee Rose Drive Westerville, OH 43081 (614) 890-1939

OH Proforma Grafix John Calardo 5560 Seville Court Cincinnati, OH 45247 (513) 574-6353

OH Proforma MCG Brent Boyd & John Scocozzo 3366 Lake Vista Court FairField Twp., OH 45011 (513) 894-5711

OH Proforma Source One Nick Kumar 20649 Wakefield Circle Strongsville, OH 44149 (440) 572-3400

14 of 2114 21 EXHIBIT C FRANCHISES CURRENTLY IN OPERATION (Year End 12/31/08)

OH Proforma Custom Promotions Angie Muhlenkamp 1620 Siegrist-Jutte Rd. Ft. Recovery, OH 45846 (419) 942-5900

OH Proforma Network Graphics Robert Wilson 3060 Wheeling Road, NE Lancaster, OH 43130 (800) 861-9427 Liberty Township, OH OH Proforma P.R.E.S.S. Solutions Mark Clark 5625 Hichitee Court (513) 759-4297 45011 OH Proforma Solution Ventures Gary Alshouse 31728 Commodore Court Avon Lake, OH 44012 (440) 242-1658 Cuyahoga Falls, OH OH Proforma Local & Global Chad Ruddle 3409 Atterbury Street (330) 990-2051 44221 OH Proforma Strategic Promotions Julie Rafeedie Haar 905 Meeklynn Drive Columbus, OH 43235 (614) 783-9613

OH Proforma one2one solutions Dave Kleindienst 932 Richmar Drive Westlake, OH 44145 (216) 832-8300

OH Proforma Specialized Solutions Chip Wigton 53 North Park Street Oberlin, OH 44074 (440) 315-7964

OH Proforma Higher Power Solutions Erik Simpson 2848 Aaron Drive Medina, OH 44256 (330) 350-0624

OH Proforma Signature Solutions Michelle Jarus 5755 Norwood Drive Brook Park, OH 44142 (216) 374-2468

OH Kapco Promotions Donna Kellogg 4900 Reed Road, #208 Columbus, OH 43220 (614) 451-9699

OH Proforma Lamar Kathryn McClure 12636 Mayfield Road Chardon, OH 44024 (440) 632-9800 Tom Gibson & James OH Proforma X-Treme Marketing 916 Lakewood Boulevard Akron, OH 44314 (330) 350-2915 Johnson OH Proforma Printing Made Easy Michael Sollenberger 838 Apple Blossom Lane Orrville, OH 44667 (330) 682-0865

OH Proforma EchoPress David Whalen 444 Avon Point Avenue Avon Lake, OH 44012 (216) 373-7560

OH Proforma Parkway Solutions Stephen Gardner 1102 Myers Parkway Ashland, OH 44805 (419) 289-8716 10501 Blacklick Eastern Rd., #500 OH Proforma Marketing Undefined Jennifer Stinson Pickerington, OH 43147 (614) 296-3722 #113 Debra Belegrin & Kathleen OH Proforma AdChoice 1532 Bury Road Oregon, OH 43618 (419) 697-8889 Keel Joe Chandler, Kevin Whalen OH Proforma Classic Print & Promo 32292 Acacia Court Avon Lake, OH 44012 (214) 432-8470 & Dotty Parrish OH Proforma e-Choice Solutions Kate Elmquist 106 Bingham Circle Delaware, OH 43015 (614) 746-5449

OH Proforma Innovation Suppliers Gail Perry 6089 Chervil Drive West Salem, OH 44287 (330) 635-1643

OH Proforma ESP Graphics Elisha Rapson 2687 Slessman Drive Plymouth, OH 44865 (419) 935-4742

OH Proforma Cross Media Marketing Milan Chovan 1501 Oak Bluff Road NE Massillon, OH 44646 (330) 880-4279

OH Proforma Advanced Print Solutions Ken Law 14883 South Avenue Columbiana, OH 44408 (330) 482-4375

OH Proforma Bevilacque Marc Bevilacque 8800 E Pleasant Valley Cleveland, OH 44131 (216) 520-8400

OK Proforma Faith Marketing Solutions Rob & Sandra Morriss 714 S. Willis Stillwater, OK 74074 (405) 533-3563

OR Proforma All-Source Kevin Ferrasci O'Malley 9317 SW Umiat Tualatin, OR 97062 (503) 885-1290 Bob Workman & Conrad 6745 SW Hampton Street, Suite OR Proforma Spectrum Print Graphics Portland, OR 97223 (503) 924-5740 Marquard 101 OR Proforma Fields & Associates Andy & Pamela Fields 26583 Coon Road Monroe, OR 97456 (541) 762-2400

OR Proforma Prosource Marketing Group Jeff Anderson 1380 N.E. Village Street Fairview, OR 97024 (503) 669-7313

PA Proforma Graphic Impressions Martin Henry 161 Heyer Road Nazareth, PA 18064 (610) 759-2430

PA Proforma Bollheimer & Associates Doug Bollheimer 3204 Glenwood Park Avenue Erie, PA 16508 (814) 459-6100

PA Proforma Three Rivers Todd Veltri 218 North Grandview Drive Pittsburg, PA 15215 (412) 784-1726

15 of 2115 21 EXHIBIT C FRANCHISES CURRENTLY IN OPERATION (Year End 12/31/08)

PA Proforma Group Howard Booth 7228 Baptist Rd #324 Bethel Park, PA 15102 (412) 531-0101

PA Proforma Creative Advantages Valerie Backo 3333 Lamor Road Hermitage, PA 16148 (724) 962-9660

PA Proforma JZ Business Forms Keith Dondey 5015 Hounds Ear Road Tobyhanna, PA 18466 (570) 894-7784

PA Proforma Print Marketing Bob Manning 6 Dickinson Drive, Suite 211 Chadds Ford, PA 19317 (610) 459-4777

PA Proforma Advanced Graphic Services Walter & JoAnn Bridges 31 Terminal Way Pittsburgh, PA 15219 (412) 481-5600 Proforma Print & Promotions PA Jeff Clements & Tod Herr 1015 Whitemarsh Drive Lancaster, PA 17601 (717) 519-0600 Management PA Proforma Destiny Promotions James Gallagher 17 East Main Street Hummelstown, PA 17036 (717) 566-1599

PA Proforma Marketing & Printing Bob Allan 4048 Jupiter Drive Allison Park, PA 15101 (412) 486-4141

PA Proforma Econo Advertising Bonnie Swinehart 364 Tucquan Glen Road Holtwood, PA 17532 (717) 284-2682

PA Proforma Forsythe Marketing Duff Forsythe 2575 Hepplewhite Drive York, PA 17404 (717) 764-9863

PA Proforma Design Solutions Ann Bracalielly 410 Laurel Oak Drive Sewickley, PA 15143 (412) 635-9130

PA Proforma Graphic Concepts Daniel Badolato 231 Frederick Street Hanover, PA 17331 (717) 637-6129

PA Proforma IdeaWorks Brian & Edward Zebert 2066 Huber Drive Quakertown, PA 18951 (215) 538-8065

PA Proforma Cunningham & Associates Jack Cunningham 4919 Township Line Road #332 Drexel Hill, PA 19026 (610) 446-1345

PA Proforma APC Carol Muller 620 Stone Hill Road Denver, PA 17517 (717) 484-0884 175 Strafford Avenue, Suite One PA Proforma Business Services Group Dana & Rick Groves Wayne, PA 19087 (610) 687-5222 PMB510 Mechanicsburg, PA PA Proforma Impressions Ink Lynne Baker 4902 Carlisle Pike, PMB# 296 (717) 975-1996 17050 PA Proforma LLH Promos Linda Hershey 1793 Ridge Road Warriors Mark, PA 16877 (814) 632-8588

PA Proforma NS Print Greg Stefanowski PO Box 262 Richboro, PA 18954 (215) 579-5614

PA Proforma Vindee Associates Susan Smiley 1807 W. James Street Norristown, PA 19403 (610) 630-2114

PA Proforma Advertising Concepts Lynn Capestrani 207 Thornwood Drive Butler, PA 16001 (724) 431-6631

PA Proforma Digital House Matt & Tony Winkler 201 South State Street Newtown, PA 18940 (888) 898-8515

PA Proforma PersonaOne Marketing James Atkinson 1330 Pennsylvania Avenue Oakmont, PA 15139 (866) 801-5671

PA Proforma Quantum Leap Media Sherrie Zabinski 17 N. Carolina Avenue Reading, PA 19608 (610) 670-5373

PA Proforma Multi-Media Marketing James Young 141 Warwick Drive Pittsburgh, PA 15241 (412) 595-7892

SC Proforma AdMark Will Quinn & Mike Bell 100 Tower Drive, Unit 16 Greenville, SC 29607 (864) 239-0050

SC Proforma Print Solutions Frank & Tina Tartaglia 2280 Andover Way Mt. pleasant, SC 29466 (843) 856-8443

SC Proforma Rhino Graphics Steve Spence 297 Garlington Road Suite A Greenville, SC 29615 (864) 234-1055

SC Proforma Metro Graphix Tem McFaddin 201 Clamp Road Blythewood, SC 29016 (803) 333-8174

SC Proforma CM Design Chris Dixon 210 West Stone Avenue Greenville, SC 29609 (864) 235-5561 Proforma PDS Product Distribution SC Harold Poel 83 Vincent Drive Mt. Pleasant, SC 29464 (843) 416-1164 Specialists SC Proforma Red Shirt Marketing Tim Collins 25 Grey Moss Road Murrells Inlet, SC 29576 (843) 359-4197

SD Proforma Friel J. Smith Advertising Todd Smith 101 E 38th St Sioux Falls, SD 57105 (605) 332-2245

16 of 2116 21 EXHIBIT C FRANCHISES CURRENTLY IN OPERATION (Year End 12/31/08)

TN Proforma Advanced Concepts Sam Dixon 3819 Buckley Cove Bartlett, TN 38133 (901) 386-0236

TN Proforma Larry Horschel Larry Horschel 103 Bordeaux Court Smyrna, TN 37167 (615) 223-0711 1138 N. Germantown Pkwy, #101- TN Proforma ADvantage Sam & Brandy Thompson Cordova, TN 38016 (901) 529-1291 156 TN Proforma Printed Images Mark & Laura McGill 3628 Trousdale Drive, Suite G Nashville, TN 37204 (615) 315-9300

TN Proforma Business Printing John King 373 Piney Flats Rd. Piney Flats, TN 37686 (423) 571-9161

TN Proforma DMS Jerry Thompson 4728 Spottswood Avenue, #325 Memphis, TN 38117 (901) 634-5882

TN Proforma Crescent Larry G. Spencer 3103 Williams Street, Suite 3 Chattanooga, TN 37410 (423) 266-2114

TN Proforma One Stop Marketing Kurt Wulff 5744 Shelby Drive Memphis, TN 38141 (901) 367-2966

TN Proforma Custom Printing Services Roger Taylor 106 Market Street East Dyersburg, TN 38024 (731) 287-7676

TN Proforma DHJ Promotions Craig Roma 129 Clemson Drive Oak Ridge, TN 37830 (865) 483-4498

TN Proforma & More Clint & E. Ruth Taylor 8109 West Point Drive Talbott, TN 37877 (865) 475-4213

TN Proforma Graphic AdVentures Daniel Sparkes 9217 Shadymill Lane Knoxville, TN 37922 (865) 357-5702 1400 Rosa L Parks Blvd., Suite TN Proforma Printelligence Christopher Bosworth Nashville, TN 37208 (615) 479-8715 430 TX Proforma Horizon Total Source Troy W. Bevill 408 West Main Street Whitehouse, TX 75791 (903) 534-9999

TX Proforma Myco Print Solutions Mark Myers 7631 U.S. Highway 290 West Austin, TX 78736 (512) 288-7677

TX Proforma RGV Bob & Tresa Jackson 940 Anzalduas Drive San Benito, TX 78586 (956) 399-4446

TX Proforma Total Print Source Lynn Bosquez 6829 Aswan Drive Corpus Christi, TX 78412 (361) 992-8981

TX Proforma Infographics Richard Wilmoth 1502 Tall Timber Drive Tyler, TX 75703 (903) 530-6220 Proforma Diversified Corporate TX Luis Ostos 3921 Steck Avenue, Suite A-111 Austin, TX 78759 (512) 452-4414 Solutions TX Proforma Crockett Resources Doris Crockett 711 Spring Creek Drive Tyler, TX 75703 (903) 581-8787

TX Proforma Five Star Printing Solutions Mary E. Smith 2221 Justin Road, Suite 119-316 Flower Mound, TX 75028 (972) 966-8101 Proforma Executive Marketing TX Susan Brown 16211 Chris Lane Tyler, TX 75703 (903) 839-0838 Services TX Proforma A-Z Specialties Tom & Sherry Kennedy 407 N. Cedar Ridge, Suite 140 Duncanville, TX 75116 (972) 709-0015

TX Proforma Info Pros Kathleen Brennan 1227 Rosenberg Galveston, TX 77550 (409) 762-5563

TX Proforma Design Management George & Kimberlie Klare 7604 Woodland Dr. Alvarado, TX 76009 (800) 738-0158

TX Proforma Promotions Group Kellie Miller 301 Cypress Street, Suite 530 Abilene, TX 79601 (325) 672-5559

TX Proforma QuickSilver Promotions Geoff & Cory Becker 13129 New Boston Bend Austin, TX 78729 (512) 219-1231 Jacqui Pettit, Sean Pettit & TX Proforma Printmotions 7639 Ashton Drive Houston, TX 77095 (281) 345-7792 Tammy Alexander TX Proforma Impact Promotions Karen Sharp 10924 Grant Road, #235 Houston, TX 77070 (713) 626-9111

TX Proforma Bishop Graphics John Bishop 17004 Preston Springs Houston, TX 77095 (281) 861-9341

TX Proforma Imaging Solutions Ted Totah 13518 Butterfly Lane Houston, TX 77079 (713) 468-9496

TX Proforma Innovative Concepts Michelle Boswell 16050 Broadleaf Texarkana, TX 75503 (903) 223-6906

TX Proforma Promotionals and Print Kathy Weyher 5719 Overridge Court Arlington, TX 76017 (817) 516-8350

17 of 2117 21 EXHIBIT C FRANCHISES CURRENTLY IN OPERATION (Year End 12/31/08)

Proforma Professional Business TX Bethany Brevard 8305 Bear Creek Drive Austin, TX 78737 (512) 535-5780 Solutions Proforma Destination Marketing TX Matt Carnes 2800 Scarborough Court Grapevine, TX 76051 (817) 722-8811 Concepts TX Proforma Moreau Marketing Roger Moreau 7423 Estrid Trail, Suite 202 San Antonio, TX 78244 (210) 378-4312

TX Proforma Focused Solutions Phil Rigney 4912 Briargrove Lane, Suite 200 Dallas, TX 75287 (800) 507-4871 The Woodlands, TX TX Proforma Custom Products Edward Gardere 10 Turtle Rock Ct. (281) 362-0521 77381 Proforma Promotional Products TX Mary Alice Griffin 410 North Broadway China, TX 77613 (409) 752-7121 Etcetera Proforma Lone Star Business TX Matthew & Kasity Briley 2119 Arches Park Drive Allen, TX 75013 (214) 477-3915 Solutions TX Proforma Brand Proformance Gidget & Mike Tracy 11511 Katy Freeway, Suite 120 Houston, TX 77079 (832) 448-0770

TX Proforma SNAP Marketing Ann Macaluso 15014 Parkville Drive Houston, TX 77068 (281) 444-1613 The Woodlands, TX TX Proforma BrandCentric Solutions Michael Lazzari 6 Drewdale Court (832) 585-0961 77382 Proforma Executive Specialty 10101 Southwest Freeway, Suite TX Russell & Michelle Rhone Houston, TX 77074 (281) 343-7555 Products 645 TX Proforma Specialty Marketing Pam Russell 2911 Sunset Point Lane Carrollton, TX 75007 (469) 939-1678

TX Proforma FGI Joe Chandler & Kevin Whalen 2611 Westgrove Drive, Suite 104 Carrollton, TX 75006 (972) 267-9450

TX Proforma Edge Keith Cheatham 8128 Dogwood Lane Irving, TX 75063 (972) 444-9706

TX Proforma Creative Promotions Christine Leard 522 Whispering Meadow Magnolia, TX 77355 (877) 259-0705 Norma Westphal & Peggy TX Proforma No Limit Promotions 2217 Greenview Drive Carrollton, TX 75010 (469) 537-1181 Gorden TX Proforma Simonetta Freelance John Simonetta 18555 Rembrandt Terrace Dallas, TX 75287 (469) 398-2108 13901 Midway Road, Suite 102- TX Proforma Divine Corporate Supply Chris Lynn Caldara Dallas, TX 75244 (888) 325-4012 278 Proforma Complete Marketing TX Kenneth Marshall 17415 Spicewood Springs Spring, TX 77379 (281) 826-0460 Solutions TX Proforma Hanson Branding Sonya Hanson 19903 Park Hollow San Antonio, TX 78259 (210) 437-3061

TX Proforma FHG Distributors Michelle Olivo 736 Liberty Lane Crowley, TX 76036 (817) 808-1015

TX Proforma B.O.S.S. LeNora Elliott 1012 Kenbob Circle Carrollton, TX 75007 (972) 782-2382 Highland Village, TX TX Proforma Premium Print and Promo James King & Larry Pritchard 407 Longfellow Drive (317) 786-7250 75077 TX Proforma Right Choice Branding John Fugate, Jr. 3514 Jensen Drive Houston, TX 77026 (281) 888-1190

TX Proforma Uptown Image Pros Charlotte Moncrief 14631 Timbergreen Drive Magnolia, TX 77355 (281) 255-2525

UT Proforma Business Communications Paula Bell P.O. Box 634 New Harmony, UT 84757 (435) 586-7084

UT Proforma Peak Printing & Promotions Jeffrey Rothchild 341 South Main Street, Suite 205 Salt Lake City, UT 84111 (801) 433-5065

UT Proforma Image Products Dean & Kristy Bloxham 960 East 320 North Logan, UT 84321 (435) 752-5608

UT Proforma Pro Chad Johnson 747 West Sagewood Circle Grantsville, UT 84029 (866) 294-3830 Proforma Advanced Business UT Fred Kroll 2086 E. Brent Lane Salt Lake City, UT 84121 (801) 944-1199 Solutions UT Proforma Direct Media Chet Robinson 286 North 980 East Lindon, UT 84042 (801) 623-0692

VA Proforma Integrated Solutions Heidi Cooper 11961 Grey Squirrel Lane Reston, VA 20194 (703) 766-0903

VA Proforma Data Forms Steve Danko 625 Quail Drive Bluefield, VA 24605 (276) 322-4442

18 of 2118 21 EXHIBIT C FRANCHISES CURRENTLY IN OPERATION (Year End 12/31/08)

VA Proforma Graphic Resources Rob Palmer 112 Harmony Lane Forest, VA 24551 (434) 525-7688

VA Proforma Graphic Info Services Greg Rollins 1895 Billingsgate Circle, Suite 100 Richmond, VA 23238 (804) 740-7914

VA Proforma Hampton Roads Tom Enright 4101 Granby Street, #307 Norfolk, VA 23504 (757) 627-7468

VA Proforma Castellana Enterprises Chuck Castellana 5935 Woodfield Estates Drive Alexandria, VA 22310 (703) 971-8821

VA Proforma Blue Sky Jim Hamlin 2243 N. Trenton Street Arlington, VA 22207 (703) 527-3344

VA Proforma B&C Solutions Robert M. Bass 325 West Fulton Street Wytheville, VA 24382 (276) 621-9909

VA Proforma Business Creations Larry Peters 6920 McGraw Gap Road Hot Springs, VA 24445 (540) 962-3716 Proforma Graphic Communication VA Bruno Gora 2106 Stoneheather Road Richmond, VA 23238 (804) 740-1465 Systems VA Proforma Premiere Creations Shawn Chew 1540 Fleetwood Avenue Norfolk, VA 23502 (757) 457-9714 5111 George Washington VA Proforma John Henry Printing Charlene & Randy Stanaway Yorktown, VA 23692 (757) 898-4400 Memorial Highway VT Proforma Vision Of Success Alan Rubel 56 Ayers Street Barre, VT 5641 (802) 479-0961

WA Proforma Management Systems Phil Dillon 400 E.Evergreen Blvd., Suite 220 Vancouver, WA 98660 (877) 809-3676

WA Proforma Business Forms & Graphics Jim Stedman 19818 5th Avenue NW Shoreline, WA 98177 (206) 546-6028

WA Proforma Mountainview Printing Brent & Mary Kok 164 Bay Lyn Drive Lynden, WA 98264 (360) 318-0414 100 Andover Park W, Suite 150- WA Proforma Sweet Promotions Patricia Grant Tukwila, WA 98188 (210) 543-2331 219 WA Proforma Creative Printing Solutions Bob Lama 2119 N. Trumpeter Drive Mount Vernon, WA 98273 (360) 848-7714 Proforma Creative Printing & WA Warren & Pamela Ernst 2470 Speyers Road Selah, WA 98942 (509) 698-4023 Promotions WA Proforma Print Management Michael Bauer 4671 242nd Avenue SE Issaquah, WA 98029 (425) 392-9308

WA Proforma Dynamic Marketing Jan Richardson 3430 Pacific Avenue SE #A6 Olympia, WA 98501 (360) 486-1010

WA Proforma Good Wood Marketing Lori Humphrey 3839 E. 17th Street Spokane, WA 99223 (509) 534-7477

WA Proforma Graphic Solutions Gary Crane 6532 148th Place S.W. Edmonds, WA 98026 (425) 743-5406

WA Proforma Brand Marketing Mark Anderson 900 First Avenue South Seattle, WA 98134 (206) 264-2844

WA Proforma Pit Crew Jeffrey Rudnick 11734 Lakeside Avenue N.E. Seattle, WA 98125 (206) 529-1408

WI Proforma Technigraphics Mike Rusk 107 N. Bristol Street Sun Prairie, WI 53590 (888) 775-4401

WI Proforma Creative Image Promotions Werner Zahn W270S2382 Shananagi Lane Waukesha, WI 53188 (262) 542-1363

WI Proforma Print Technologies Scott Johnson 2730 Blackberry Trail Menomonie, WI 54751 (715) 232-9366

WI Proforma Bay Business Resources Rick Minten 1615 Royal Crown Court Green Bay, WI 54313 (920) 490-0709

WI Proforma River Lightning Enterprises Joe Howard & Teri Reams 403 Franklin Street Sauk City, WI 53583 (608) 644-8811

WI Proforma Promotional Group Thomas J. Van Rens 1925 Hawthorne Drive Elm Grove, WI 53122 (262) 649-3150

WI Proforma Valley Advertising Garth & Kalyn Bugenhagen 1627 Cass Street Green Bay, WI 54302 (920) 465-1104

WI Proforma Originals Dennis J. & Elizabeth Kaul 212 E Arcade Avenue Watertown, WI 53098 (414) 559-0868

WI Proforma IPG Dave Thoss & Mike Cassity 9000 226th Court, Unit 4A Salem, WI 53168 (262) 843-2331

WI Proforma Printworks John Fugate 115 N. Jackson, Suite B Janesville, WI 53548 (608) 756-8623

19 of 2119 21 EXHIBIT C FRANCHISES CURRENTLY IN OPERATION (Year End 12/31/08)

WI Proforma Idea Center Peter Curran 1299 Dolan Drive Sun Prairie, WI 53590 (608) 834-9228

WI Proforma Effective Solutions Timothy Meffert N173 W20345 Crestview Drive Jackson, WI 53037 (262) 677-8262

WI Proforma Advantage Systems Brian Bridges 4126 N. Newville Janesville, WI 53545 (608) 754-9980 Proforma abc Printers, Apparel & WI Ken Johnson 3210 Hall Avenue Marinette, WI 54143 (715) 735-6410 Promotions FRANCHISES IN CANADA

AB Proforma Print Partners Ron Bunton 740-4th Avenue South Lethbridge, ALB T1J 0N9 (403) 380-6354

AB Proforma NBT Kin Leong 3318 - 40A Avenue Edmonton, ALB T6T 1P2 (780) 463-1618

AB Proforma Superior Graphic Services Neil & Janice Schiissler 111 132-250 Shawville Blvd. SE Calgary, ALB T2Y 2Z7 (403) 201-1286

AB Proforma Jaguar Advertising Toresa Bardell #108, 4616-106A Street Edmonton, ALB T6H 5J5 (780) 238-8514 Proforma Business Forms And BC Tony DeSouza 6660 122nd Street Surrey, BC V3W 3R9 (604) 596-6133 Promotion BC Proforma Printing Artik & Co. Arthur Andryeyev Suite 200, 4170 Still Creek Drive Burnaby, BC V5C 6C6 (604) 473-9460

MB Proforma Print Solutions Grant Shay 3336 Portage Avenue, Suite 607 Winnepeg, MB R3K 2H9 (204) 897-3792

MB Proforma The Printsource Markus Borchert Suite 303, 35-2855 Pembina Hwy Winnipeg, MB R3T 2H5 (204) 269-3622

MB Proforma TouchStone Bill Forrest 23-845 Dakota Street, #271 Winnipeg, MB R2M 5M3 (204) 254-8299

MB Proforma Pure Promotions Kristen Atamanchuk 109 Crawford Avenue Winnipeg, MB R2H 1X6 (204) 221-0353 Etobicoke, ONT M9W ON Proforma Canada Frank Capizzano 73 Galaxy Boulevard, Unit 2 (416) 798-4499 5T4 8-400 Steeles Avenue, E, Suite ON Proforma Canada Doug Underhill Brampton, ONT L6W 4T4 (905) 861-9944 319 Stoney Creek, ONT L8E ON Proforma Premium & Print Solutions David G. Lamb 6 Wendakee Drive (905) 643-7649 5T1 104-155 Main Street East, Suite ON Proforma R J Print Randy McCann Grimsby, ONT L3M 1P2 (905) 562-9366 208 1011 Upper Middle Road, Suite ON Proforma GMS GM 707 Gary MacRae Oakville, ONT L6H 5Z9 (905) 901-0042 1237 Mississauga, ONT L5T ON Proforma EVCO Brian Cole 1087 Meyerside Drive, Unit 3 (905) 696-8507 1M5 ON Proforma Alden Promotions Chris Beesley 70 Denison Street Markham, ONT L3R 2P5 (905) 944-9922

ON Proforma Creative Advertising Donna Ferron 2-15296 Bramalea Road Caledon, ONT L7C 2P8 (905) 584-5983 Proforma Business Forms & System Mississauga, ONT L5B ON Robert Jengle 115 Hillcrest Avenue, #2315 (905) 272-3762 Products 3Y9 ON Proforma Creative Concepts Hugh Maksylewich 18 Bram Court, Uhit 2 Brampton, ONT L6W 3R6 (905) 595-1562 2199 Burnhamthorpe Rd. West, Mississauga, ONT L5L ON Proforma Canada Barbara Sovereign (519) 758-1639 Unit 66 5M7 Mississauga, ONT L4W ON Proforma & Art Department Bruce Van Dieten 5150 Timberlea Boulevard (416) 720-1387 2S5 ON Proforma Adam Promotions Ken McDowall 48 Galaxy Boulevard, Unit 408 Toronto, ONT M9W 6C8 (416) 977-0948

ON Proforma Promotions Ken Doucet 165-55 Northfield Drive, E Waterloo, ONT N2K 3T6 (519) 888-0093 Glen Rapoport & Patti ON Proforma Instant Promotions 10-83 Galaxy Boulevard Toronto, ONT M9W 5X6 (905) 738-8100 Spadafora ON Proforma Northern Lights Promotions Brad Barrow 2275 Daffodil Court Oakville, ONT L6J 5Y2 (905) 337-2633 Jim Mathews & Charles Bowmanville, ONT L1C ON Proforma Partners 2365 South Service Road, #7 (905) 953-1184 Washer 3E3 218 Silvercreek Pkwy. N., Unit 17A- ON Proforma Design, Print & Promotions Steve Daly Guelph, ONT N1H 8E8 (519) 823-8958 317

20 of 2120 21 EXHIBIT C FRANCHISES CURRENTLY IN OPERATION (Year End 12/31/08)

ON Proforma Urban Peddler Promotions Sam & Neil Anderson 172 Dundas Street West Napanee, ONT K7R 2A4 (613) 354-2534

ON Proforma Total Graphic Solutions Rene Boudreau 6-295 Queen St. E. Suite 449 Brampton, ONT L6W 4S6 (905) 454-7344

ON Proforma Twin Marketing Group Gabriel Constantin 570 Alden Road, Unit #7 Markham, ONT L3R 8N5 (905) 771-7159 Proforma Dynamic Images ON Ian & Jeff Lazenby 1815 Ironstone Manor, #12 Pickering, ONT L1W 3W9 (905) 420-7396 Advertising ON Proforma Synergy Patrick Doyle 1550 Kingston Road, #1126 Pickering, ONT L1V 6W9 (905) 239-0362 1011 Upper Middle Road East, ON Proforma Edge Solutions Steve Begbie Oakville, ONT L6H 5Z9 (416) 788-1891 #1340 ON Proforma MSK Graphics Mike VanderLaan 762 Upper James Street, Suite 217 Hamilton, ONT L9C 3A2 (905) 387-9744

ON Proforma KW Marketing Ian McGough 86 Howard Place Kitchener, ONT N2K 2Z4 (519) 208-9317

ON Proforma Triple Crown Media Tim Breadner 27 Elgin Street Grimsby, ONT L3M 4G7 (905) 309-6214

SK Proforma Quality Solutions Buddy Lane #105 - 418A - 50th Street East Saskatoon, SK S7K 6L7 (306) 249-2026

FRANCHISES IN VIRGIN ISLANDS 138 Union Mt. Washington, PO VI Proforma Hyatt Graphics Nicholas Tyler Christiansted, VI 824 (340) 713-0208 Box 24837

21 of 2121 21 EXHIBIT D RECEIVABLES AND SECURITY AGREEMENT Agreement this ___ day of ______, 20____ is between PFG Ventures, L.P. (hereinafter referred to as “Franchisor”) and ______(hereinafter referred to as “Owner”) and is also in favor of the Franchise Lender (as hereinafter defined).

PRELIMINARY RECITALS

A. The Franchisor and the Owner have entered into a Franchise Agreement (as hereinafter defined) which sets forth the terms of their relationship as it pertains to the “Franchised Business” (as hereinafter defined).

B. The Franchisor, pursuant to the Franchise Agreement, agrees to invoice Owner’s customers, collect the Owner’s Receivables (as hereinafter defined), and pay, from the Receivables so collected, the Owner’s suppliers and certain other fees.

C. The Franchisor, pursuant to the Franchise Agreement, after collection of the Receivables and payment of the Owner’s suppliers and other fees, remits the net proceeds to Owner.

D. From time to time, the Franchisor advances payment on your behalf to the Owner’s suppliers prior to collection of the Owner’s Receivables; and in order to facilitate such advances and to provide a source of working capital for Franchisor’s business, the Franchisor desires to borrow and reborrow money from the Franchise Lender. As a material inducement for making loan(s) to Franchisor, Franchise Lender requires the pledging by Owner of its Receivables from the Franchised Business to secure the Franchise Lender Debt (as hereinafter defined).

E. The purpose of this Agreement is to facilitate the prompt payment of the Owner’s suppliers.

In consideration of the foregoing, the Parties agree as follows:

1. Definitions. As used in this Agreement, the following terms shall have the following meanings:

“Advances” means payment or advances made by Franchisor from time to time on behalf of Owner to Owner’s suppliers prior to the collection of Owner’s Receivables and shall include any prompt pay discounts taken by Franchisor in connection with such payments or advances.

“Franchise Agreement” means that certain Franchise Agreement dated ______, 20____, between Franchisor and Owner and related agreements, as amended, supplemented, extended or renewed.

“Franchised Business” means those activities conducted by Owner in association with the name “Proforma” or otherwise directly related to the use of the Proforma Systems as provided for under the Franchise Agreement, as well as all activities carried on by Owner, its successors and assigns following the termination or expiration of the Franchise Agreement.

“Franchise Debt” means any and all indebtedness, fees and other obligations owing from time to time by the Owner to Franchisor under this Agreement or the Franchise Agreement.

“Franchise Lender” means U.S. Bank, National Association, or its successors or assigns, or any substitute financial lending institution designated from time to time by Franchisor.

“Franchise Lender Debt” means any and all indebtedness and obligations owing from time to time by Franchisor to Franchise Lender under loan documents, as amended, supplemented, extended or renewed; limited, however, to the sum of: (i) all Advances; and (ii) all fees due to Franchisor under the Franchise Agreement upon collection of outstanding Receivables (other than initial franchise fees).

“Net Proceeds” means the proceeds of the Owner’s Receivables attributed to the Franchised Business actually collected by the Franchisor.

“Receivables” means all of the Owner’s present and future accounts, contract rights, chattel paper, general intangibles, notes, drafts, acceptances, chattel mortgages, conditional sales contracts, bailment leases, security agreements, inventory and other forms of obligations to the Owner now existing or hereafter arising out of or acquired in the course of operating the Franchised Business, both during its term and following its cancellation or expiration together with all liens, guaranties, securities, rights, remedies and privileges pertaining to any of the foregoing, now existing or hereafter arising, and all increases, substitutions, replacements and additions to the foregoing, and all proceeds of the foregoing of every type, including cash and non-cash proceeds and returned and repossessed inventory; provided; however, said term shall not include any receivables generated by the Owner from activities unrelated to the Proforma System or generated from or attributed to gains from the sale of assets, rents, royalties, interest, dividends or other passive activity. The fact that Owner conducts its business in violations of the Franchise Agreement or continues to conduct such business following the termination or expiration of the Franchise Agreement shall not exclude such receivables from this definition.

2. To secure the payment and performance of the Franchise Debt and the Franchise Lender Debt, the Owner hereby grants to the Franchisor and the Franchise Lender, respectively, a security interest in the Receivables owned by the Owner; provided, however, that nothing herein shall be deemed to limit or impair Owner’s rights to receive payments from Franchisor as required under Section 5 of this Agreement. The security interest granted by the Owner to Franchisor shall be subordinated to the security interest granted by the Owner to the Franchise Lender. Owner acknowledges that Franchisor has assigned and granted to Franchise Lender a security interest in all of Franchisor’s rights in the Receivables to secure payment of the Franchise Lender Debt.

3. The Owner will not, for the term of this Agreement, sell, transfer, pledge, create a security interest in, or hypothecate any of the Receivables to any person, firm or corporation other than the Franchisor and the Franchise Lender. The Owner warrants and covenants that the Receivables are and will remain free and clear of all liens, claims and encumbrances whatsoever, except for those granted to the Franchisor and the Franchise Lender.

4. Subject to the rights of the Franchise Lender as set forth in this Agreement, the Owner will and does hereby sell and the Franchisor will and does hereby buy, at the gross invoice amount, but subject to actual collection, all of the Owner’s Receivables. All such Receivables shall be owned by and payable directly to the Franchisor, and the Owner hereby assigns and transfers to the Franchisor all of its right, title, and interest in and to all of the Owner’s Receivables, and will upon the Franchisor’s request, execute and deliver to the Franchisor, in confirmation of its title thereto, a detailed assignment of the Owner’s Receivables in a manner and form satisfactory to the Franchisor. The Franchisor shall have the right to give notice of this assignment to the Owner’s customer and to bring all proceedings for collection in its name and to exercise the Owner’s right of stoppage in transit, replevin, and reclamation. The Owner agrees, should any remittance be made direct to the Owner, to receive it in trust for the Franchisor, as the property of the Franchisor, and to immediately turn over to the Franchisor the identical check or other form of payment so received, and the Owner hereby irrevocably appoints the Franchisor, or any person designated by the Franchisor, its true and lawful attorney-in-fact, and to endorse the name of the Owner on any notes, acceptances, checks, drafts, money orders, or other remittances, to endorse the name of the Owner on any invoice, freight, or express bill or bill of lading, storage receipt, warehouse receipt, or other instrument or document in respect to the Receivables, to sign the name of the Owner to drafts against the Owner, assignments, or verifications of the Receivables and notices to the Owner’s customers, to change the post office address of the Owner in the event the Owner ceases business from bankruptcy or otherwise, or breaches this Agreement, or breaches or terminates the Franchise Agreement, or if for any reason the Franchisor feels insecure, and to do all other acts and things necessary to carry out the intent of this Agreement. The authority herein granted the Franchisor shall remain in full force and effect for so long as this Agreement shall remain in force and until all of the Receivables transferred to the Franchisor have been paid in full.

5. As payment for the Receivables, the Franchisor shall remit to the Owner, the Net Proceeds of the Receivables upon collection by the Franchisor less Advance payments made on your behalf due to the Owner’s suppliers, and less fees due the Franchisor pursuant to the Franchise Agreement. To the extent there is money

due the Owner, payments shall be issued to the Owner by the Franchisor on the 15th day of the month and the last day of the month. If either the 15th day or the last day of the month occurs on a weekend or holiday the payment will be issued on the following business day. If the Franchisor has made Advances to or on behalf of the Owner in excess of the amount it has collected on the Receivables, the Owner shall pay the Franchisor the difference out of the next payment due to the Owner as described above. In collecting the Receivables, the Franchisor shall be obligated only to do the following:

a) Bill the Owner’s customers; b) Contact customers who have not paid within 30 days of the invoice billing date; and c) Consult with Owner on choosing a collection agency.

The Franchisor agrees not to file suit for collection of a Receivable from a customer of the Owner without first obtaining written approval from the Owner.

6. Nothing herein shall be construed as to create an obligation on the part of the Franchisor to make Advances on behalf of the Owner. Any Advances made by the Franchisor on behalf of the Owner will be at the discretion of the Franchisor.

7. The Franchisor shall have the right in good faith to settle or adjust all disputes or claims directly with the Owner’s customer with respect to the Receivables and to compromise or extend the time of payment for the Receivables on such terms and conditions as the Franchisor may determine without affecting the liability of the Owner hereunder. The waiver by the Franchisor of any breach of this Agreement or warranty or representation herein set forth shall not be construed as a waiver of any subsequent breach. The failure to exercise any rights and remedies herein provided are cumulative.

8. Upon the event of the termination of the Franchise Agreement, the Franchisor shall purchase the Franchised Business’ remaining Receivables. This Agreement shall remain in full force and effect during the term of the Franchise Agreement and thereafter until: (a) the Franchise Debt and the Franchise Lender Debt shall have been fully and indefeasibly satisfied and paid in full; and (b) Owner has satisfied all other obligations to Franchisor.

Upon termination of this Agreement, any Receivables not collected by the Franchisor shall be assigned back to the Owner, provided the Franchisor has obtained the permission of the Franchise Lender.

9. Upon the request of Franchisor or the Franchise Lender, Owner agrees to execute and deliver to the Franchisor and the Franchise Lender any and all additional instruments or documents, including without limiting the generality of the foregoing, security agreements, financing statements and other documents related hereto or required for the perfection or modification of security interests granted herein, and to do all things which the Franchisor or the Franchise Lender from time to time may deem necessary or convenient to carry into effect the provisions of this Agreement. Owner hereby agrees to execute an agreement in substantially the same form as this Agreement to any successor or replacement Franchise Lender and that this provision is for the benefit of Franchisor and Franchise Lender. Owner hereby constitutes and appoints Franchisor as its designated agent and Owner’s attorney-in-fact to execute on behalf of Owner any and all security agreement(s), financing statements or other documents as authorized hereunder, which appointment, being coupled with an interest, shall be irrevocable during the term of this Agreement.

10. This Agreement may not be altered or amended except with the written consent of each of the parties. This Agreement shall be binding upon and inure to the benefit of the respective heirs, executors, administrators, and successors of the parties hereto.

11. A default hereunder shall be deemed to have occurred if Franchisor shall be in default in the payment or performance of any Franchise Lender Debt or if Owner shall be in default in the payment or performance of any Franchise Debt. Upon such default, Franchise Lender and Franchisor may exercise any and all rights and remedies available under the Uniform Commercial Code and applicable laws. Except as otherwise set forth in the Franchise Agreement, Owner waives notice of granting of any loans or Franchise Lender Debt to Franchisor, acceptance of this Agreement by Franchise Lender, presentment, demand for payment and notice of dishonor or default and any other notice to which Owner might, but for this waiver, be entitled.

12. Any notice pursuant to this Agreement shall be sent to the parties hereto at the following addresses, unless previously changed in writing, in person or by registered or certified mail:

Franchisor: PFG Ventures, L.P. 8800 East Pleasant Valley Road Cleveland, Ohio 44131

Owner: d/b/a Proforma

Franchise Lender: U.S. Bank, National Association 1350 Euclid Avenue, Suite 211 Cleveland, Ohio 44115

13. This Agreement and the rights, obligations, and duties of each of the parties hereto shall be construed according to the laws of the State of Ohio.

14. Wherever in this Agreement the context so requires, the singular shall include the plural.

IN WITNESS WHEREOF, the parties hereto have set their hands and seals this ______day of ______, 20_____.

Franchisor: PFG Ventures, L.P. By: Proforma, Inc. a General Partner

By: Brian F. Smith Its: Chief Financial Officer, Secretary & Treasurer

Franchise Owner:

d/b/a Proforma

By: ______Its: Owner

EXHIBIT E SOFTWARE LICENSE AND SUPPORT AGREEMENT FOR PROFORMA FRANCHISE OWNER THIS SOFTWARE LIMITED LICENSE AGREEMENT (“License Agreement”) entered into this ______day of ______, 20____, by and between PFG VENTURES, L.P. (“PFG”) an Ohio limited partnership having principal offices at 8800 East Pleasant Valley Road, Cleveland, Ohio 44131 and the undersigned Franchise Owner (“Owner”).

WHEREAS, PFG, is granting the right to a limited license for the programs ProOfficeSM, ProSTARSM, ProSmart, E- mail and ProOms (hereinafter collectively referred to as “ProOfficeSM”) to certain Owners;

WHEREAS, PFG desires to provide Owner with a limited license to operate ProOfficeSM, subject to the terms and conditions contained in the License Agreement and software support and Owner desires to receive such support for the Software from PFG;

NOW THEREFORE, in consideration of the covenants hereinafter set forth, PFG and Owner agree as follows:

1. Definitions. As used in this License Agreement, the following definitions shall apply:

A. “Licensed Documentation” shall mean all documentation, other than ProOfficeSM, related to the Software supplied hereunder by PFG.

B. “Licensed Product” shall mean collectively the Software and Licensed Documentation.

C. “Licensed Software” or “Software” shall mean all updates and revisions thereto, including the PFG modified version known as ProOfficeSM, ProSTARSM, ProSmart, e-mail and ProOms, supplied by PFG during the term hereof and all permitted copies of the foregoing.

2. Grant. PFG hereby grants to Owner and Owner hereby accepts, a personal, nonexclusive, nontransferable limited license to use ProOfficeSM during the term hereof and to use the Licensed Documentation during the term hereof in support of the use of ProOfficeSM. Owner consents to PFG’s disabling the Software following its receipt of notice of default or termination of the Franchise Agreement from PFG, and PFG shall have no liability to Owner therefore.

3. Owner Representation. As of the date of this License Agreement, Owner represents that it has a valid Franchise Agreement in effect with PFG. Furthermore, the license granted hereunder is only valid and the Licensed Software will only operate as long as this License Agreement is in effect.

4. Owner Password and Security. Owner will receive a username and password upon execution of the Agreement. Owner is responsible for maintaining the confidentiality of the username and password. Owner is fully responsible for all activities that occur under the username and password. Owner agrees to notify PFG immediately of any unauthorized use of the username and password or any other breach of security, and ensure that you exit from the software after each use. PFG cannot and will not be liable for any loss or damage arising from your failure to comply with this Paragraph 4.

5. Ownership of Data. PFG claims ownership of the content and data submitted or made available by the Owner to the Software.

6. Protection of Licensed Product.

A. The Licensed Product involves invaluable proprietary rights of PFG. Owner acknowledges and agrees that the Licensed Product and all permitted copies thereof are the exclusive property of PFG and constitutes a valuable trade secret of PFG. There is no transfer to Owner of any title to or ownership of the Software of any patent, copyright, trade secret, trade name, trademark, or other proprietary rights related to the

Licensed Product. Owner agrees not to remove any trademark, proprietary legend or copyright notices from the Licensed Product. Owner may not make available or disclose to third parties the Licensed Product or any portion thereof without the prior written approval of an officer of PFG.

B. Upon any termination, cancellation or expiration hereof, Owner shall immediately return the Licensed Product and all copies thereof to PFG.

7. Restrictions of Copying, Modification and Use. Owner may not copy (except for making a backup copy for safekeeping), translate, rent, lease, sub-lease, license, transfer or otherwise make available the Licensed Product in any form to any other person or entity, without the prior written approval of PFG.

8. Services. Owner shall have the sole and exclusive responsibility for the selection, installation and use of the Licensed Product. PFG shall provide the Owner with technical support and services under the terms and conditions of this License Agreement.

9. Limited Warranty. THE LICENSED PRODUCT IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE LICENSED PRODUCT IS WITH FRANCHISE OWNER. SHOULD THE LICENSED PRODUCT BE DEFECTIVE, OWNER (AND NOT PFG) WILL ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION.

PFG does not warrant that the Software/Technology will meet your requirements, or that the Software/Technology is free from all bugs, errors and omissions. PFG may, from time to time, revise the performance of its Software/Technology and, in so doing, may furnish such revisions to you.

10. Limitations of Liability. IN NO EVENT WILL PFG BE LIABLE TO OWNER FOR ANY DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE LICENSED PRODUCT, EVEN IF PFG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY.

11. Termination and Cancellation Period. PFG may terminate or cancel this License Agreement and any License granted to Owner hereunder if:

A. Owner fails to pay PFG any lease payments, license fees, technical support fee or other charges;

B. Owner is in default of any other provision hereof and such default has not been cured within 10 days after PFG gives Owner notice thereof;

C. Owner is in default of any provision of its Franchise Agreement with PFG; or

D. Owner becomes insolvent or seeks protection, voluntarily or involuntarily, under any bankruptcy law. In the event of any termination or cancellation hereof or any license granted to Owner hereunder, PFG may require that Owner cease any further use of the Licensed Product or any portion thereof and immediately return the Licensed Product and all copies thereof, in whole or in part. PFG’s foregoing rights and remedies shall be cumulative and in addition to all other rights and remedies available to PFG in law and in equity.

E. In the event of termination of the Agreement, PFG shall immediately cease to provide all services and support.

F. In the event of termination of the Agreement, the Owner will no longer have access to the system.

12. Software Support Service. For the term of this Agreement, PFG or its designated representative will provide telephone assistance (“Support”) to Owner in connection with ProOfficeSM. Support includes telephone advice,

research, documentation updates, electronic bulletin board access and other assistance, which PFG deems reasonable, appropriate and necessary to keep the Software operating. Support will be provided only during PFG’s normal business hours, 8 AM EST to 5:00 PM EST, Monday through Friday, excluding holidays observed by PFG.

13. Exclusions. Software Support does not include the following:

A. Service or maintenance of equipment including, but not limited to, computers, peripherals, attachments, or other items that are not software items;

B. Support required due to modifications to the software or equipment made by personnel other than PFG without receiving PFG’s prior written approval.

14. Owner Responsibilities. Owner will backup their data files on a regular basis (daily backup recommended as a minimum) and maintain multiple backup sets. There may be times that PFG determines that the best solution to a problem is to restore data files from the most recent backups, and in that case the Owner will be responsible for restoring the backup and re-inputting any data since the time of the backup. Regardless of Support or other services provided by PFG, Owner retains complete and total responsibility for Owner’s Software and accounting information and data.

15. Revisions. During the term of this Agreement, Software corrections and revisions may periodically be made to the Software. These revisions will be made available to the Owner at no charge. Owner is required to install and update these corrections and revisions to the Software.

16. New Developments. PFG may offer newly developed software for use in conjunction with Owner’s existing Software. Owner will be required to install these new developments to Owner’s existing software.

17. Term. This License is effective upon receipt of the Software and shall terminate if Owner breaches any of the terms and conditions herein. For the purposes of this License Agreement, both parties further agree that this Agreement will terminate immediately upon the dissolution of Owner and/or the Agreement with Owner. Owner agrees that termination of its Franchise Agreement with PFG will also be considered a breach by the Owner of this License Agreement. Upon such breach, Owner agrees to destroy all copies of the Licensed Product, in whatever form and media, and certify, in writing, to the discontinuance of the use thereof.

18. Charges to Owner. In consideration for the Support received by Owner, they agree to pay PFG a monthly Communication & Technology Support Fee of $100.00 (“Monthly Fee”) during the term of this Agreement. The monthly Communication & Technology Support includes ProOffice, e-mail and ProOms base and incremental support. Notwithstanding the foregoing, PFG reserves the right to adjust the Monthly Fee upon 30 days written notice to Owner.

19. Invoices and Payment.

A. The Monthly Fee will be invoiced to the Owner on the 25th of the month, or as otherwise determined by PFG. Owner hereby agrees to permit PFG to charge the Monthly Fee against the Owner’s net proceeds;

B. In the event of non-payment of any invoice or installment when due, PFG reserves the right to suspend or terminate service until such time as the invoices are paid in full. Suspension is not a default by PFG and shall not change any Terms and Conditions of this Agreement. Furthermore, Owner is obligated to pay all charges, which may become due hereunder.

20. Taxes. Owner agrees to pay (or reimburse PFG), in addition to the charges arising under this Agreement, and as a separate item, all taxes (exclusive of taxes based on net income), however, designated, based on or measured by the charges set forth in this Agreement, now or hereafter imposed during the term of this Agreement under the authority of a federal, state or local taxing jurisdiction.

21. Disclaimer and Limitation of Liability. Owner’s sole remedy for any claim, whether for breach of contract, breach of warranty, tort, or PFG’s negligence, arising out of PFG’s performance of this Agreement shall be limited to the correction of any defective software support service by restoring the software to the condition it was in as of the last successful backup performed by the Owner immediately prior to the time Owner’s claim arose. In no event will PFG be liable for incidental, special, consequential, or other damage, including loss of anticipated profits or other economic loss, arising out of transactions covered by this Agreement.

22. General. A. No warranties, express or implied, are granted under this Agreement except those which are expressly granted by law;

B. The effective date of this License Agreement shall be upon execution thereof by Owner and acceptance thereof by an authorized representative of PFG;

C. This License Agreement is the sole agreement between the parties relating to the subject matter hereof and supersedes all prior understandings, writings, proposals, representations or communications, both oral or written, of either party. This License Agreement may be amended in writing and executed by the authorized representatives of both parties;

D. Owner shall not have the right to assign its rights or obligations under this Agreement without the prior written consent of PFG;

E. PFG shall not be responsible for delays in performance beyond the reasonable control of PFG, including, but not limited to, fire, flood, epidemic, strikes, accidents, unusually severe weather, act of God, act of the Owner, or restriction by civil or military authority;

F. If any provision of the Agreement is determined to be invalid, then such provision shall be considered to be invalid to that extent, but the remaining provisions shall remain in full force and effect;

G. This License Agreement shall be governed by and construed in accordance with the law of this State of Ohio, and all disputes shall be resolved in the State of Ohio, County of Cuyahoga. The parties hereto submit to personal jurisdiction of the state and federal courts located in Cuyahoga County, Ohio;

H. You acknowledge that you have read and understand this License Agreement and agree to be bound by its terms and conditions. Further, you agree that it expresses the entire agreement between us which supersedes any prior communications, oral or written, relating to it.

23. Acceptance. PFG PFG Ventures, L.P. By: Proforma, Inc., a General Partner 8800 E. Pleasant Valley Road, Cleveland, Ohio 44131

By: Brian F. Smith Title: Chief Financial Officer, Secretary & Treasurer Date Accepted:

OWNER d/b/a Proforma [address]

Agreed and Accepted By: Title: Date Accepted:

EXHIBIT F LIST OF STATE AGENCIES / AGENTS FOR SERVICES OF PROCESS Listed here are the names, addresses and telephone numbers of the state agencies having responsibility for franchising disclosure/registration laws. Also listed are state agencies that act as agents for service of process in those states. If (or when) Proforma is registered to sell franchises in a state listed below, the corresponding agent will act as Proforma’s agent to receive service of process in that state. CALIFORNIA ILLINOIS MICHIGAN Department of Corporations Franchise Division Consumer Protection Division 320 West 4th Street, Suite 750 Office of Attorney General Antitrust and Franchise Unit Los Angeles, CA 90013-2344 500 South Second Street Michigan Department of (213) 576-7500 Springfield, IL 62706 Attorney General (217) 782-1090 670 Law Building 1515 K Street, Suite 200 Agent: Illinois Attorney General Lansing, MI 48913 Sacramento, CA 95814-4052 (517) 373-7117 (916) 445-7205 INDIANA Agent: Michigan Department Franchise Section of Commerce, Corporation 1350 Front Street, Room 2034 Indiana Securities Division And Security Bureau San Diego, CA 92101-3697 Secretary Of State (619) 525-44233 Room E-111 MINNESOTA Indianapolis, IN 46204 Minnesota Department of 71 Stevenson Street, Suite 2100 (317) 232-6681 Commerce San Francisco, CA 94105 Agent: Indiana Secretary of State 85 7th Place Street, Suite 500 (415) 972-8559 St. Paul, MN 55101 Agent: California Commissioner of MARYLAND (651) 296-4026 Corporations Office of the Attorney General Agent: Minnesota Commissioner Maryland Division of Securities of Commerce HAWAII 200 St. Paul Place Commissioner of Securities Baltimore, MD 21202-2020 NEW YORK Department of Commerce and (410) 576-6360 Bureau of Investor Protection Consumer Affairs Agent: Maryland Securities and Securities Business Registration Division Commissioner New York State Dept. of Law 335 Merchant Street, Room 203 120 Broadway, 23rd Floor Honolulu, HI 96813 New York, NY 10271-0332 (808) 548-2021 (212) 416-8200 Agent: Commissioner of Securities Agent: New York Secretary of State Department of Commerce and Consumer Affairs

NORTH DAKOTA RHODE ISLAND WASHINGTON North Dakota Securities Department Division of Securities Director of Financial Institutions State Capitol - Fifth Floor Suite 232 Securities Division 600 East Boulevard 233 Richmond Street 150 Israel Road, S.W. Bismarck, ND 58505 Providence, RI 02903 Tumwater, WA 98501 (701) 328-2910 (401) 277-3048 (360) 902-8760 Agent: North Dakota Securities Agent: Director of Rhode Island Agent: Washington Director of Commissioner Department of Business regulations Licensing

OREGON SOUTH DAKOTA WISCONSIN Department of Insurance and Department of Revenue and Securities and Franchise Finance Regulation Registration Corporate Securities Section Division of Securities Wisconsin Securities Commission Labor and Industries 445 East Capitol Avenue PO Box 1768 Building Pierre, SD 57501 Madison, WI 53701 Salem, OR 97310 (605) 773-4823 (608) 266-1064 Agent: Director of Oregon Agent: Director of South Dakota Agent: Wisconsin Commissioner Department of Insurance and Division of Securities of Securities Finance VIRGINIA State Administrator: State Corporation Commission Division of Securities and Retail Franchising 1300 East Main Street, Ninth Floor Richmond, VA 23219 (804) 371-9051

Agent for Service of Process: State Corporation Commission 1300 East Main Street, First Floor Richmond, VA 23219 (804) 371-9733 Agent: Clerk of the State Corporation Commission

2 EXHIBIT “G” LITIGATION

None of the following claims involve us (PFG Ventures, L.P.) or our predecessor, Proforma, Inc., and we are not required to disclose these lawsuits. We list them only because they involve Mr. Frederick DeLuca and Dr. Peter Buck who are investors in ProVenture, Inc., a joint venture partner with Proforma.

A. Pending Actions:

1) Sudarshan Sharma, Neelam Sharma, Iftikhar Sheikh, Naushin Sheikh, Michael Aram, Dan Roghany, Navdeep Kumar Chopra, Rohini Chopra, Kamaljit Brah, Plaintiffs v. Oh Cal Foods, Inc., Doctor’s Associates Inc. (DAI), Subway Sandwiches & Salads, Inc., Frederick A. DeLuca, Peter H. Buck, and Does 1 through 20, inclusive, Defendants (Superior Court of California, County of Los Angeles, Case No. BC150986). This action was filed on May 31, 1996 by 5 sets of franchisees of DAI. All of the Plaintiffs are claiming breach of the covenant of good faith and fair dealing based on territorial encroachment because the Defendants allowed other franchises to open in close proximity to their SUBWAY® stores and intentional interference with present and prospective business relations since they have suffered loss of sales and business due to the proximity of other SUBWAY® stores. In addition, 2 sets of franchisees are claiming breach of the implied covenant of good faith and fair dealing because the Defendants conducted inaccurate audits, alleged the Plaintiffs were out of compliance, and tried to terminate the Plaintiffs’ Franchise Agreements. The Plaintiffs are seeking general, specific, exemplary and positive damages in an undetermined amount, but in an amount in excess of $76 million for all of their claims, attorney’s fees, and costs of suit. On January 14, 1997 DAI filed demands for arbitration against each plaintiff with the American Arbitration Association (Sudarshan and Neelam Sharma, AAA No. 12 114 0027 97; Iftikhar and Naushin Sheikh, AAA No. 12 114 0024 97; Michael Aram and Dan Roghany, AAA No. 12 114 0030 97; Navdeep Kumar and Rohini Chopra, AAA No. 12 114 0031 97; Kamaljit Brah, AAA No. 12 114 0023 97). On January 16, 1997 DAI filed a Petition to Compel Arbitration and a Motion for a Preliminary Injunction against each plaintiff in the U.S. District Court for the District of Connecticut (Sharma, Case No. 397CV00109 PCD; Sheikh, Case No. 397CV00110 PCD; Aram and Roghany, Case No. 397CV00111 PCD; Chopra, Case No. 397CV00112 PCD; Brah, Case No. 397CV00113 PCD). On October 19, 2001, Michael Aram and Dan Roghany released all parties from all claims in the action. On February 20, 2002, Sudarshan Sharma and Neelam Sharma released all parties from all claims in the action. On July 19, 2002, Iftikar and Naushin Sheikh released all parties from all claims in the action. The remaining arbitrations are now pending.

2) David Hollingsworth, Trey Bennett and Loralie Bennett, Karl Spielvogel, George Cooksey and Jane Cooksey, Jeffrey Farr and Pamela Farr, Ashok Patel and Rita Patel, Brad Weston, Jack Arkis, Rodrigo Gonzalez and Maria Gonzalez, Chris Liu and Sandra Liu, William McClusker and Marie McClusker, Edward Madgett and Pamela Madgett, Preet Kiran Johal, Keith Childers and Earl Childers, River Bonhotel and D. Linnette Bonhotel, Robert Hoder and Jacquelyn Hoder, Craig Sipiora and Nancy Sipiora, George Venetos, Kellliopi Venetos and Jim Venetos v. Joseph Hart, Kenneth Adam, Lou Dorth, Jr., Richard Kaminsky, Don O’Bresky, Catherine Bauer, Mark Roden, Richard “Rick” Sender, John Giorgi, Mary Lou Mayfield, David Woods, Donald Rogers, Jana Brands, Inc., James River Commercial Products, Inc. Solo Cup Company, KraftFoods, Inc., Armour Swift-Eckrich, Inc., Frito-Lay, Inc., Nabisco Foods, Inc., Pepsi-Cola Company, Frederick DeLuca, Peter Buck, Cindy Eadie and Franchise World Headquarters, Inc. (Circuit Court of the Third Judicial Circuit, Madison County, Illinois, Case No. 96-L-000525). This action was filed August 16, 1996 by franchisees alleging breach of fiduciary duty and civil conspiracy. The franchisees claim that the Defendants, which include the Subway Franchisee Advertising Trust (“SFAFT”) board members and selected vendors, gave false information about the expenditures made by SFAFT, used the collected advertising monies contrary to the interests of the franchisees and failed to use diligence in determining the purpose for which the advertising funds are expended. Additionally, they assert that the vendors enter into the agreements whereby they increase the price of products and goods sold to the franchisees and this increase is then transferred to the SFAFT, Mr. DeLuca, Dr. Buck and/or companies owned by them. The Plaintiffs are seeking $351,600,000 in actual and exemplary damages, court costs and trial by jury. On September 16, 1996 the Defendants Franchise World Headquarters Inc., Mr. DeLuca and Dr. Buck filed petitions to arbitrate with the U.S. District Court for the District of Connecticut. On October 11, 1996 the Defendants moved the Connecticut court to compel arbitration and to stay the Madison County case. The U.S. District Court for the District of Connecticut granted the Defendant’s Petition on November 21, 1996, stayed the Madison County case, and ordered the franchisees to arbitrate individually. On December 2, 1996 the Plaintiffs appealed. On February 5, 1998 the U.S. Second Circuit Court of Appeals affirmed the District Court’s November 21, 1996 ruling granting the franchisor’s Petitions to Compel Arbitration. Six franchisees sought to overturn the ruling and appealed it to the United States 2nd Circuit Court of Appeals, who affirmed. On June 1, 2001 DAI filed applications with the Connecticut Superior Court to compel the remaining franchisees to arbitrate. The applications were granted on July 2, 2001. Plaintiffs Trey and Loralie

Bennett have since signed a release extinguishing their claims. On February 9, 2007, the Circuit Court of the Third Judicial Circuit, Madison County, Illinois dismissed the lawsuit for lack of prosecution. The case is stayed pending the arbitrations.

3) Lela Bishop, Barbara Wingo, Rinda Yeager, Joel Sundquist, Charles Arnold, John Renn, Cynthia Diana Kobos, Eric Engen, Mark Contreras, Kevin Sagnella, Tom Butler, Pam Dutton, Terry Keller, Salvatore and Dolores Pagano, Richard Bellon, Paul Meyers, Robert Conly, Joseph Stuckey, Donald Costello, Monica D. Costello, Darrell Costello, Anthony and Elaine Fasano, and all other We Care Hair® franchisees past or present, similarly situated, Plaintiffs v. Doctor’s Associates Inc. (DAI), Frederick DeLuca, Peter H. Buck, Franchise World Headquarters Inc., We Care Hair Development, Inc., John Amico, Sr., Fred Florio, The Barbers, Hairstyling For Men & Women, Inc., We Care Hair Realty, Inc., Franchise Real Estate Leasing Corp., John F. Amico & Company, WCH, Inc., and J’Ami International, Inc., Defendants (Circuit Court of the Third Judicial District, Madison County, Illinois, Case No. 97- L-231). This action was filed on February 4, 1997 by franchisees claiming breach of fiduciary duties, fraud, violation of the Illinois Franchise Disclosure Act, Consumer Fraud and Deceptive Business Practices Act violations, and violation of the Illinois Anti-Trust Statute. The Plaintiffs claim the Defendants made misrepresentations of fact and material omissions inducing them to execute franchise agreements, that the Defendants did not provide promised services and assistance to them once they purchased franchises, that the Defendants used the advertising fund for their own purposes and benefit, and that they required the franchisees to purchase John Amico Hair Care products even when the franchisees did not use them. They claim that Mr. DeLuca and Dr. Buck had prior knowledge of the viability of We Care Hair Development, Inc. when they became investors in March, 1991. The Plaintiffs claim that The Barbers, Hairstyling For Men & Women, Inc. (The Barbers) also had prior knowledge when they purchased the rights of We Care Hair Development, Inc. in January, 1997 in order to convince the existing We Care Hair® franchisees into becoming Cost Cutters®franchisees. The Plaintiffs are seeking trial by jury, actual damages, exemplary damages, attorneys’ fees, treble damages and costs in excess of $28,000,000. On April 7, 1997 We Care Hair Development Inc. (WCHD) filed demands for arbitration for Plaintiffs Linda Yeager (AAA Case No. 511140014697), Joel Sundquist (AAA Case No. 511140014497), Kevin Sagnella (AAA Case No. 511140014597), John Renn (AAA Case No. 51110014897), Salvatore and Dolores Pagano (AAA Case No. unassigned), Cynthia Kobos (AAA Case No. 511140015097), Terry Keller (AAA Case No. 511140015197), Anthony and Elaine Fasano (AAA Case No. 511140015297), Eric Engen (AAA Case No. 511140015397), Pam Dutton (AAA Case No. 511140015497), Donald, Monica and Darrell Costello (AAA Case No. 511140015597), Mark Contreras (AAA Case No. 511140014797), Robert Conley and Joseph Stuckey (AAA Case No. 511140015697), Lela Bishop (AAA Case No. unassigned), Richard Bellon and Paul Meyers (AAA Case No. 511140015897). On April 15, 1997 WCHD filed Petitions to Compel Arbitration in the United States District Court for the Northern District of Illinois, Eastern Division, against Mark Contreras, Robert Conley, Joseph Stuckey, Richard Bellon, Paul Meyers, Anthony and Elaine Fasano, Eric Engen, Darrel, Donald and Monica Costello, Salvatore and Dolores Pagano, Cynthia Kobos, Terry Keller, John Renn, Joel Sundquist and Kevin Sagnella. Each of these persons filed a Motion to Dismiss Because of Absence of Subject Matter Jurisdiction pursuant to FRCP 12(b)(1) before the U.S. District Court for the Northern District of Illinois, Eastern Division. The complaint has also been amended to add plaintiffs JoAnn Sundquist, Kanchan Renn, Cathleen Contreras, Patricia Butler, Frances Bowman, Lynette Keeler, Raymond Green, Barbara Green, Karen Stillwell, Billy Franklin, Michael Castleman, Michelle Schroer, J.D. Hamilton, Keith Stewart, Charles Bolam, Linda Bolam, Larry Allen, Glen Standard, Tonya Standard, Betty O’Connor, Robert Lilley, Kevin Baumgartner, Michael Grooms, Traci Swanson, George Hornbostel, Dixie Hornbostel, Walter Schneider, Arthur Rieger, Mark Johnson, Brenda Johnson, James Warren, Rod Gebensleben, Stan Cwalinski, Mary Alice Phares, David Helbing, Kerry Helbing and Todd Moser and to claim that WCHD falsely represented that the average capital required to open and operate a We Care Hair® franchise through the initial three months of operations would vary from about $50,000 to about $80,000; that DAI, known as SUBWAY® and WCHD, known as We Care Hair® were operating as a joint venture; that WCHD falsely represented that the average We Care Hair® franchise would reach a break even point within the first three months of operation. On August 7, 1999 the Plaintiffs settled with the Defendants The Barbers Hairstyling for Men & Women, Inc., WCH, Inc., and We Care Hair Realty, Inc. Those Defendants paid $45,000 total to the Plaintiffs, who dismissed their claims against those Defendants with prejudice. The case is now stayed pending the arbitrations. On February 13, 2002, the arbitrator in the Kobos matter denied all claims brought by Kobos. In June of 2002, John and Kanchan Renn executed mutual releases, and settled all their claims for $5,000, with no party admitting liability. Joel and JoAnn Sundquist also executed mutual releases and settled all their claims for $6,000, with no party admitting liability, in June of 2002.

4) Jonathan Toppel, Plaintiff v. Lawrence Feldman, and HAIRCOLORXPRESS International, LLC, Defendants (Circuit Court of the 15th Judicial Circuit in and for Palm Beach County, Florida, Case no. C442330B). This action was brought on November 25, 2002, by a franchisee of Haircolorxpress (unrelated to DAI or its affiliates) against Haircolorxpress and Mr. Feldman, who is also a Subway Development Agent. Plaintiff claimed that Defendants 2 made misrepresentations and omissions of material facts, violated the Florida Business Opportunities Act Fla. Stat. §559.80,et seq., committed fraudulent inducement, breached the HAIRCOLORXPRESS franchise agreement, violated the Florida Deceptive and Unfair Trade Practices Act, Fla. Stat. §501.201, et seq., and committed negligent misrepresentation during the sale of two Haircolorxpress franchises to Plaintiff. Plaintiff sought rescission of the franchise agreements, compensatory damages, costs, expenses, interest and attorneys fees, in an amount in excess of $500,000. The matter was stayed pending arbitration. On February 25, 2003, Plaintiff filed a Demand for Arbitration with the American Arbitration Association entitled Jonathan Toppel, Claimant, and Lawrence Feldman and Haircolorxpress International, LLC, Respondents. Toppel made the same claims in the Arbitration as were made in the lawsuit.

5) Franklin D. Smith and Stacey V. Smith, Plaintiffs v. Doctor’s Associates Inc., Subway Development Corporation of Chicagoland, Inc. and Subway Real Estate Corp., Defendants (U.S. District Court for the Northern District of Illinois, Eastern Division, Case No. 03 C 2878) This complaint was filed on April 29, 2003 by franchisees claiming the defendants engaged in racial discrimination and retaliation in violation of 42 U.S.C. § 1981 and 42 U.S.C. § 1982 by denying them the opportunity to open a second franchise, a fair and complete site review when they found out the defendant’s planned to open a new restaurant in their area, fair and accurate monthly inspections of their restaurant and assistance with landlord disputes. The Plaintiffs are seeking injunctive relief, compensatory damages, punitive damages and costs. On June 23, 2003 DAI filed a Petition to Compel Arbitration with the U.S. District Court for the District of Connecticut entitled Doctor’s Associates Inc. v. Franklin D. Smith and Stacey V. Smith (3:03cv1098 {PCD}). On October 23, 2003 the petition was granted. The arbitration is now pending.

6) Hardip Singh Brah, Parminder Kaur Brah, Jaspal Singh Brah and Ravinder Kaur Brah, 517595 Alberta Ltd., 541672 Alberta Ltd., 580486 Alberta Ltd., 675920 Alberta Ltd., Subway Operations of Alberta Ltd. and 819966 Alberta Ltd., Plaintiffs v. Subway Franchise Systems of Canada, Ltd., Subway Developments 2000 Inc., Daniel Mohan, Tim Decaire, Ron Smart and Tim Yeaman, Defendants (Court of Queen’s Bench of Alberta, Judicial District of Edmonton, Action No. 0203 13961) This claim was brought on July 18, 2002 by franchisees claiming intentional infliction of emotional suffering, intimidation, unlawful interference with economic interests and breach of contract. The Plaintiffs believe that Mr. Mohan, a local Development Agent, and his representatives, Mr. Decaire, Mr. Smart and Mr. Yeaman, marked them out of compliance during inspections, refused to discuss the areas out of compliance with them, and threatened to terminate their Franchise Agreements causing them to sell their franchises at substantial financial losses because the plaintiffs are members of the Sikh faith. They also believe that the franchisor, Subway Franchise Systems of Canada. Ltd. did not properly train their agents with respect to cultural and religious differences, did not properly monitor the activities of their agents or take appropriate measures to curb their conduct. The Plaintiffs are seeking damages in the amount of $500,000, punitive damages in the amount of $50,000, interest, and costs including GST. The case was referred to arbitration. On March 13, 2005 in a preliminary decision the arbitrator dismissed all claims by plaintiffs 517595 Alberta Ltd., 541672 Alberta Ltd., 580486 Alberta Ltd., 675920 Alberta Ltd., Subway Operations of Alberta Ltd. and 819966 Alberta Ltd., and claims concerning three of the Brah’s six stores. In October 2006, the Plaintiffs dropped all claims relating one of their stores in Edmonton, Alberta, and sold that store.

7) Donna Curry, an individual and Donna Curry as 50% Member of Donuts of Las Vegas, a Limited Liability Company, Claimant v. Mark Brennan, an individual and Mark Brennan as 50% Member of Donuts of Las Vegas, a Limited Liability Company, Respondent consolidated with Donuts of Las Vegas, LLC, Claimant v. Donna Curry, an individual and 50% member of Donuts of Las Vegas, LLC; Donna Curry Investments, Subway Real Estate Corporation, Does I through V, and Roe corporations VI through X, Respondents (American Arbitration Association, Las Vegas, Nevada, #79 180 00136 03 ) This arbitration, filed in October 2003, is between co-owners of Donuts of Las Vegas, Inc., one of whom is a SUBWAY® development agent, and each of whom has claims against the other. Our development agent seeks to dissolve the business and divide the assets. The co-owner alleges that our development agent breached her fiduciary duty, interfered with contractual relations and usurped opportunities belonging to the business. He seeks damages in an undetermined amount, but greater than $10,000.

8) Omar Hadaidi, Plaintiff v. Doctor’s Associates Inc., Cal-Neva Subway Inc., Peter Buck , Frederick DeLuca, Thomas Fallon, Saeed Lebastchi and Rajendra Mehta, Defendants (United States Bankruptcy Court, District of Nevada, Reno Division, Case No. 04-53108) This action was filed on November 24, 2004 by a franchisee claiming fraud, conspiracy to commit fraud, and breach of fiduciary duties. The Plaintiff alleges the Defendants knew that by letting another franchise open within one mile of his restaurant would cause him financial harm and adversely affect his business while at the same time increasing the Defendants revenues. The Plaintiff is seeking compensatory damages in excess of $250,000 to be proven at trial, punitive damages, costs, expenses and relief. The Plaintiff filed a Demand for Arbitration on April 16, 2005. On October 29, 2008, the Bankruptcy Court dismissed without prejudice the Plaintiff’s complaint. 3

9) On January 11, 2006, a counterclaim was filed in connection with the arbitration Subway International B.V., Claimant v. Frank Curl, Lisa Robinson and David Robinson, Respondents (Arbitration No 50 114 T 00196 05). Respondents allege that Claimants failed to support them in their stores and made misrepresentations and unilateral modifications regarding the Development Agent Agreement for their territory in France. Respondents allege that Claimants breached their contract with Respondents, breached the implied duty of good faith and fair dealing, committed fraud, negligence, misrepresentation and violations of the Connecticut Unfair Trade Practices Act, and received unjust enrichment. They are requesting actual, compensatory, consequential and punitive damages, in an unspecified amount, along with legal fees and the costs of the arbitration.

10) Sharanjit S. Nat, Claimant and Doctor's Associates Inc. ("DAI"), Respondent (ADRC at New Britain, CT, Case No. 26-0378-06 S). This arbitration was filed by franchisee Claimant, on December 8, 2006, and claims breach of contract, fraud, and tortious interference with prospective economic advantage. Claimant alleges that DAI conducted fraudulent compliance inspections, breached the franchise agreement and a subsequent settlement agreement which was allegedly procured by fraud, and interfered with two prospective sales of his franchise in an attempt by DAI to wrongfully obtain his store. Claimant seeks contract, general damages in the amount of $250,000, special damages, interest, costs, expenses and reasonable attorney's fees. On January 11, 2007, DAI filed a Counterclaim alleging that Nat's claims are frivolous and without merit, and had been adjudicated in a previous arbitration which had been confirmed by a California court. DAI seeks $70,000 and other appropriate relief. On October 9, 2007, the arbitrator issued his award finding that DAI’s refusal to consent to the transfer of Claimant’s franchise was a breach of DAI’s obligation to assist in the sale in “good faith”. The arbitrator awarded the Claimant the $79,000 that DAI previously received for the sale of Claimant’s terminated franchise, $11,080 for equipment, $1,424 in back rent and $5,744.42 in interest. The arbitrator denied DAI’s counterclaim. On November 7, 2007, DAI filed a petition with Superior Court of Los Angeles County seeking to vacate the arbitration award on the grounds that the award was contrary to a previous confirmed arbitration award. On February 20, 2008, the Superior Court confirmed the award. On March 7, 2008, the Claimant filed a petition to confirm the arbitration award which was granted on May 27, 2008. On June 17, 2008, DAI filed a notice of appeal with Court of Appeal of the State of California, Second Appellate District, Division Three. On January 26, 2009, the Appellate Court affirmed the confirmation of the arbitration award.

11) FRANSISTEM, S.L.(“FSL”), v. Subway International, B.V. (“SIBV”), (Court of First Instance of Coslada, Spain, filed November 9, 2006) In February, 2004, FSL entered into agreements with SIBV as Area Development Manager (“ADM”) for Spain and the Development Agent (“DA”) for Madrid, Spain. SIBV terminated the ADM and DA agreements with FSL on October 25, 2006 for failure to perform. FSL claimed unfair business practices and breach of good faith and was seeking damages and losses payable in the amount of EUR 1,388,469.60 and client base indemnity payment in the amount of EUR 228,278.88. SIBV denies the allegations and filed a declinatoria in Spanish Court, indicating that the proper venue for disputes was arbitration. SIBV filed for arbitration on December 18, 2006. On September 17, 2007, the Spanish court ruled in favor of SIBV. On January 18, 2008, the parties entered into an agreement terminating the ADM and DA Agreements. Each party agreed to pay their own expenses and attorney fees for the Spanish court action. SIBV agreed that it would pay fees charged by the arbitrator. FSL received one hundred thousand euros. FSL assigned the domain name, www.subwayspain.com, to SIBV’s designee, Doctor’s Associates Inc.

12) Doctor’s Associates Inc., Claimant v. Stephen Correia, Respondent (American Arbitration Association, No. 12 114 E 00345 07, filed June 12, 2007) On July 17, 2007, the franchisee filed a counter-claim in response to the arbitration. Respondent denied that he breached his franchise agreement and claims that DAI and SREC committed fraud and breach of contract. Respondent claimed that the Claimant misrepresented that a long-term lease existed for the location of Claimant’s restaurant, that the Claimant failed to negotiate a long-term lease on the location, that the Claimant gave the Respondent the wrong address for the new location and that enforcement of the franchise agreement is unconscionable. Respondent sought damages in excess of $10,000,000 and all other relief just and proper. On September 24, 2008, the Arbitrator issued his award terminating the Respondent’s franchise agreement and denying all of his counterclaims. On January 12, 2009, DAI filed Doctor’s Associates Inc., Petitioner v. Stephen Correia, Respondent, (Supreme Court of the State of New York, County of Queens Index No. 1172/09) seeking an order confirming the Arbitration Award . On February 17, 2009, the Respondent filed a Verified Answer with Counterclaims. In his three counterclaims the Respondent seeks damages in the amount of $2,000,000 stemming from his allegation of tortious interference with his negotiation of a new lease with his landlord, interference with a contract that resulted in a judgment against the Respondent after he was sued by another Subway® franchisee, and alleged tortious interference with contractual rights with the approved food service vendor.

13) Jesal Desai, Shapat, Inc. Shapat 2, LLC, Shapat 3, LLC and Patwari, LLC, Plaintiffs v. Doctor’s Associates Inc. (“DAI) and Subway Real Estate Corp. (“SREC”), Defendants. (Superior Court of New Jersey, Chancery Division, 4

Middlesex County). This action was filed October 1, 2007 for temporary restraint and preliminary injunctive relief to enjoin the enforcement of an arbitration award and termination of Plaintiff’s four SUBWAY® stores. In May 2007, Defendants commenced an arbitration process in the State of Connecticut to terminate four of the Plaintiff’s franchise agreements for failure to comply with the Operations Manual and failure to pay royalties, advertising charges and rents. Plaintiff objected to the arbitration process but Defendant proceeded in September 2007 and obtained an award providing termination of Plaintiff’s four franchise agreements. Plaintiff alleges that all Defendant’s actions are without good faith and fair dealing and in violation of the New Jersey Franchise Practices Act. Plaintiff is seeking reformation of the contracts between the parties and voiding the arbitration choice of law, stay of SREC’s action terminating the Plaintiff’s subleases plus damages, attorney fees and other such relief.

14) Dielli Husen and Subway Development, Inc., Claimant v. Doctor’s Associates Inc. (“DAI”), Respondent. (American Arbitration Association, Case #26-0428-07S). This action was filed on October 12, 2007 by Development Agent Dielli Husen and his company claiming violation of Michigan general statutes, tortuous interference with the sale and assignment of Claimant’s Development Agent Agreements on three separate occasions, disputing DAI’s payment of bonuses and assessment of penalties against him and disputing the right of DAI to assess costs and legal fees against him. Claimant is seeking declarations that DAI violated the Michigan Franchise Investment Law and the Connecticut Unfair Trade Practices Act. Claimant is also seeking adjustment of the formula used to determine the payment of bonuses and assessment of penalties and damages for the amounts wrongfully withheld due to the application of the formula, declarations that DAI is not authorized to make deductions, compensatory and punitive damages plus interest on the amount of the original offers to purchase Claimant’s Development Agent Agreements. The Relief sought is above $5,000,000 but not above $10,000,000.

15) Leon Batie, Plaintiff v. Subway Real Estate Corporation and Travis Brown, Defendants (U.S. District Court for the Northern District of Texas, Dallas Division, Case No. 307-CV1415-M). On August 17, 2007, SREC was served in the above case brought by a former Subway® franchisee in Dallas Texas. Plaintiff seeks a declaratory judgment that SREC failed effect proper service of process when it filed an eviction action against the Plaintiff. The Plaintiff also seeks damages from SREC resulting from the alleged violation of the Servicemembers Civil Relief Act and Wrongful Conversion of Property. Plaintiff seeks compensatory and punitive damages in excess of $5,000,000, costs of court, reasonable attorneys’ fees and such other relief as the court deems appropriate. On February 15, 2008, the District Court granted SREC’s Motion to Dismiss. Thereafter, the Plaintiff filed a Motion for Reconsideration which was granted and reheard SREC’s Motion to Dismiss. On June 24, 2008, the District Court again granted SREC’s Motion to Dismiss. On September 18, 2008, the Plaintiff refilled the above case in the District Court of Dallas County, Texas, 101st Judicial District Case No. DC-08-087955-E. The Plaintiff named SREC, Travis Brown, JP Morgan Chase N.A. and Comerica Bank as Defendants. The Plaintiff is again seeking compensatory damages and punitive damages in excess of $5,000,000 as well as costs and attorney fees. On October 2, 2008, the Plaintiff filed his First Amended Petition for Bill of Review in the Justice Court of Dallas County, Precinct 5, Place 1 seeking to have the Justice Court reopen one of his eviction cases.

16) Solomon A. Oshowole v. Subway Real Estate Corp, Doctor’s Associates Inc. and The Dalton Gang, Inc. (County Court at Law No. 2, Dallas County, Texas, Case No. CC-07-12875-B) On March 6, 2008, the Plaintiff filed an Amended Petition adding Doctor’s Associates and the Dalton Gang, a Subway® Development Agent, as parties to his complaint. The Plaintiff’s allege that SREC, DAI and the Dalton Gang engaged in discriminatory behavior in violation of 42 U.S.C. §1981 based upon the Plaintiff’s race, color and ethnicity. The Plaintiff also alleges that the Defendants operated as a joint enterprise, seeks damages for breach the implied covenant of good faith and fair dealing, breach of contract, tortuous interference with existing and prospective business relations, civil conspiracy, defamation and business disparagement, fraud and fraudulent inducement, and intentional infliction of emotional distress. The Plaintiff seeks actual, pecuniary, economic and personal injury damages, attorney’s fees and costs in an unspecified amount and that the Defendant’s be enjoined from alleged discriminatory conduct against African- American franchisees. On April 17, 2008, Defendants DAI and the Dalton Gang filed Petitions to Compel Arbitration against the Plaintiff in U.S. District Court for the District of Connecticut as Doctor’s Associates Inc. v. Solomon A. Oshowole, Case No. 3:08CV00583(PCD). On June 23, 2008, the U.S. District Court for the District of Connecticut granted the Defendant’s Petition to Compel and ordered the Plaintiff to submit any claims to arbitration on or before July 31, 2008. To date, the Plaintiff has not submitted a Demand for Arbitration.

17) Jeffrey Offutt as a Trustee of the Subway Franchisee Advertising Fund Trust and The Subway Franchisee Advertising Trust v. Doctor’s Associates Inc. (U.S. District Court for the District of Connecticut, Case No. 3:07- CV-00363(AWT) On March 7, 2007, the Plaintiff filed the above case seeking a Declaratory Judgment that the Trust Agreement between SFAFT and DAI requires DAI to pay all advertising contributions made by SUBWAY® franchisees to SFAFT rather than any other fund which meets DAI’s guidelines, to void any provision in DAI’s franchise agreements which states otherwise, and further seek injunctions to enjoin DAI from sending or directing 5 franchisees to send those contributions to any advertising fund other than SFAFT. On August 28, 2008, the Defendant filed a Motion to File Supplemental Answer and Counterclaims and to Add Parties seeking to add as Counterclaim Defendants the other thirteen (13) Trustees, Ray Burrows, Mike Zwally, Gary Davis, George Estep, Patti Swierbut, Scott Simpson, Mike McCoy, Debra Odom, Karen Miller, Rick Orwick, Chuck Roy, Andrew Johnston and Ben Old, and suing them and the Plaintiff solely in their capacity as SFAFT Trustees for acts arising out of and relating to their management of the Trust for Breach of Fiduciary Duties and Breach of Trust Agreement. The Defendant seeks a declaratory judgment that the Trustees violated sections of the Trust Agreement and a judgment that the Trustees are jointly and severally liable for wrongful disbursement of funds to indemnify Dielli Husen in his suits against DAI and Fred DeLuca. SIBV and DAI have determined to administer international advertising funds without the services of SFAFT. On September 26, 2008, SFAFT served notice that it is seeking a preliminary injunction to prevent SIBV and DAI from changing the manner in which international funds are currently administered. On January 29, 2009, the court granted DAI’s Motion for Leave to File Supplemental Answer and to add Counterclaim Defendants.

18) Waqas Saleemi and Farooq Sharyar Plaintiff v. Doctor’s Associates Inc., Defendant (Superior Court of the State of Washington County of Pierce, Case No. C8-2-11956-0). On August 27, 2008, two Subway® franchisees filed the above action seeking to enjoin Doctor’s Associates from proceeding with an arbitration now pending before the American Arbitration Association in Connecticut case no. 12 114 E 00457 08. The Plaintiffs’ seek an injunction enjoining the Defendant from proceeding with the pending arbitration, an order enjoining the Defendant from conducting the arbitration in Connecticut, an order that Washington state is the proper jurisdiction for the dispute, judgment against the Defendant at trial including treble damages under the Consumer Protection Act, attorney fees and cost.

19) WJ Group LLC, Plaintiff v. Hunter Management Company, Inc., Tony Dawe, Ryan Dawe, Shan Peterson, Roderick Farms LLC, Bajio Leasing LLC, Subway Real Estate Corp., Professional Broker, Q. Reid Hunter, Defendants (Third Judicial District Court – West Jordan District of Salt Lake County, State of Utah, Case No. 080418401) This claim was brought on October 22, 2008, by a landlord of a building where a Bajio® restaurant was located against the Bajio franchisee tenants, a real estate broker, two leasing companies, and a Subway® and Bajio® Development Agent. The Plaintiff believes the Defendants made false representations with respect to property where the Bajio® restaurant was located and the Defendants defaulted on their obligations arising from the terms of lease between the parties. The Plaintiff is claiming breach of contract, detrimental reliance, misrepresentation, breach of warranty, deceptive business practices, unjust enrichment/quantum meruit, negligence, breach of fiduciary duty, and other unknown causes of action. The Plaintiff is seeking monetary damages against the Defendants for an unknown amount of monetary damages, interest on the damages, costs and legal fees. In the alternative, the Plaintiff is seeking a combination of monetary damages and injunctive relief seeking an order that the Defendants find a replacement tenant for the location.

20) Ibrahim Atwa, Plaintiff v. Doctor’s Associates Inc. and Bobbie Rivers, Defendants (Second Judicial District County of Bernalillo State of New Mexico, Case No. CV 2008 13294) On December 22, 2008 the Plaintiff filed the above complaint seeking a Declaratory Judgment and damages for Tortuous Interference with Contract, Breach of Contract, Breach of Fiduciary Duty and Prima Facia Tort arising out of his sale and transfer of his franchise to Defendant Rivers. The Plaintiff seeks a Declaratory Judgment that the franchise agreement including the arbitration clause should not be enforced, an unspecified amount of damages, punitive damages and such other relief as the Court deems just and proper.

21) Anthony Dawe, Ryan Dawe, Shan Peterson, Roderick Farms, LLC and Verdugo Farms, LLC, Plaintiffs v. Bajio, LLC, Bajio National, LLC, Hunter Management Group, LLC, Logan C. Hunter, Jason Stowe, Darrell Gamble, and Salt City Orchards, LLC, Defendants (Fourth District Court of Utah County, State of Utah, Case No. 090400197) On January 27, 2009, the above complaint was served upon the Defendants by the Plaintiffs in connection with Bajio franchises owned by the Plaintiffs. The Plaintiffs allege that Defendants Bajio and Hunter failed to provide the Plaintiffs with an Offering Circular prior to the assignment of franchise agreements owned by Defendant Gamble, that Bajio and Hunter failed to register with the State of Utah in order to sell a business opportunity or obtain an exemption. The complaint also alleges breach of contract and misrepresentation. The Plaintiffs seek an order rescinding the franchise agreements and an order that the Defendants pay Plaintiffs the amount of all their investments and costs in connection with the purchase and operation of the Bajio franchises. In the alternative the Plaintiffs seek actual, compensatory and punitive damages in an amount to be determined at trial, interest, costs, expenses and attorney fees and for such other and further relief as the court deems just and equitable.

22) Fernando C. Daher and Daher Alimentos, Ltda., Plaintiffs v.Subway Systems do Brasil Ltda. (“SSB”) And Fabio de Juarez Marques Junior, Defendants (Fifth Lower Civil Court of Anapolis, Goias, Brazil, Case No. 6

200900075826) This action was filed on January 9, 2009 by franchisees claiming fraud, misrepresentation, and violations of the Brazilian Franchise Act. The Plaintiffs allege that documents provided by SSB were not translated into Portuguese and contain provisions that are in violation of the Brazilian Franchise Act and SSB failed to act when Fabio de Juarez Marques Junior, a Development Agent forged Plaintiff Daher’s signature and denied the Plaintiffs an opportunity to open a location. The Plaintiffs wish to retain the equipment currently at the restaurant once all balances are paid and are seeking a declaratory judgment declaring the franchise agreement and conditional collateral assignment of lease null and void, $200,000 in actual and punitive damages, twenty percent (20%) of all court costs, and lost profits.

23) Tom Bursian, Plaintiff v. Subway International B.V., Markus Engels, Engels and Horig GbR, Defendants ( District Court of Cologne, Cologne, Germany, Case No. 29 0 248/08. The action was filed on February 12, 2009. The Defendants have been notified of the above suit filed in a German court by a former franchisee alleging that the Defendants failed to negotiate with care prior to the signing of the franchise agreement, challenges the franchise agreement based on malicious misrepresentation prior the Claimant signing the franchise agreement. The Claimant seeks to revoke the franchise agreement, payment of 193,279.47 EURO plus interest, reimbursement of all future damages and cost of this proceeding.

B. Civil Actions Which Have Been Settled, Dismissed, Reached Judgment or Withdrawn Prior to Final Judgment:

1) David Breslow (11 114 00363 93), John Castanes (11 114 253 93), Ron Gomez (11 114 00382 93), George Peck (11 114 00380 93), Rhonda Breault (11 114 00362 93), Catherine Kern (Executrix of the estate of Michael Kern) (11 114 00373 93), Carole Baker (11 114 00361 93), James Brown (11 114 00364 93), Larry Bryson and Clifton Pease (11 114 00365 93), Richard and Marcy Cantelmo (11 114 00366 93), Mike Cunningham and Clarice Fujihara (11 114 00367 93), John Forster (11 114 00370 93), Jed Esposito (11 114 00368 93), William Gray (11 114 00371 93), Richard Hinkle (11 114 00372 93), Mike LeVan (11 114 00375 93), Jim Linton and Maria Rowley (11 114 00376 93), Nelson Niles (11 114 00377 93), Anil Patel (11 114 00378 93), Bharti Patel (11 114 00379 93), Wayne Sims (11 114 00381), Marilyn Sutton (11 114 00383 93), Ernie and Dixie Tauck (11 114 00384 93), Robert and Billie Walters (11 114 00385 93), Chun Leon Fong (11 114 00369 93), Dean Kolbinsky (11 114 00374 93), Joyce Depray (11 114 00189 94), Claimants v. Cajun Joe's Development Corporation (CJDC), Cajun Joe's Real Estate Corporation (CJREC), Doctor’s Associates Inc. (DAI), Fred DeLuca, Peter Buck, Respondents (American Arbitration Association (AAA) in Boston, Massachusetts, filed on August 26, 1993). This demand for arbitration was filed by former Cajun Joe's® franchisees claiming breach of contract, breach of implied duty of good faith and fair dealing, fraud, unfair and/or deceptive acts or practices and violation of 16 C.F.R. 436, Mass. G.L. c.93A, sec. 9 and 11 and Connecticut Uniform Trade Practices Act Section 42-110a-q. The Claimants alleged that CJDC did not provide adequate marketing, training, advertising and operating assistance, underestimated the costs of building and operating the Cajun Joe's® franchise, concealed material facts and non-disclosures and made earnings representations. The Claimants also claimed that shell corporations held Cajun Joe® store leases, CJDC and DAI were interrelated and that Mr. DeLuca and Dr. Buck created shell corporations to shield themselves from liability. On October 6, 1993 the AAA determined that the Claimants could not consolidate the arbitration and on November 30, 1993 they divided the actions up separately and assigned new arbitration numbers to all the claimants as listed above. All the respondents and claims remained the same. Doctor’s Associates Inc. (DAI), Frederick DeLuca, Peter Buck and Cajun Joe's Real Estate Corp., Plaintiffs v. Estate of John Castanes, Defendant (Superior Court for Suffolk County, Massachusetts, Case No. 942755B, filed May 20, 1994). This related action was filed to obtain a judgment preventing the Defendant from arbitrating against DAI, Mr. DeLuca, Dr. Buck and CJREC who were not parties to the Franchise Agreement. On March 27, 1995, the Claimants in the arbitration proceeding amended their complaint and demanded exemplary damages on Count One of their complaint. On April 10, 1995, CJDC filed a petition to reorganize under Chapter 11 of the U.S. Bankruptcy Code (U.S. Bankruptcy Court for the District of Massachusetts, Case No. 95-12484). On May 17, 1995, the Bankruptcy Court granted CJDC’s Motion for Preliminary Injunction prohibiting the Claimants in the arbitration proceeding from pursuing their claims. On August 15, 1996 by Order Confirmed by the Bankruptcy Court in the CJDC bankruptcy case, an Agreement assigning all of the Claimants’ causes of action in this case to a third party nominee representing Mr. DeLuca, Mr. Buck and DAI became effective. The nominee purchaser paid the sum of $1,620,000 to be split among the 27 Claimants. The claims were subsequently waived in the course of the Confirmation of the Bankruptcy Case.

2) D. Craig Knippenberg, Plaintiff v. Subway Restaurants, Inc., Subway Real Estate Corporation, Doctor’s Associates Inc. (DAI), Franchise World Headquarters, Inc., Defendants (Circuit Court for Alleghany County, Maryland, Case No. 95-12017-S). This action was filed on July 3, 1995 by a franchisee in response to an eviction action filed by Subway Real Estate Corporation against him for royalty and advertising fees owed on four franchises. Mr. Knippenberg claimed DAI and its affiliates breached their contracts when DAI improperly withdrew and transferred funds from his pre-authorized account. He also claimed breach of the fiduciary relationship and 7 intentional misconduct and negligence. In a supplemental complaint filed in December, 1995, Mr. Knippenberg added claims for breach of agreement to determine and discharge his obligations, reinstitution of proceedings in breach of an agreement and without notice resulting in the eviction of Mr. Knippenberg from his store, wrongful interruption of the transfer of his store by requiring payment of additional funds, breach of fiduciary duty because of a conflict of interest because the Defendant’s agents became potential buyers of the store, committing a pattern of misrepresentation and recharacterizing the nature of claims for money owed. Mr. Knippenberg sought $225,000 plus $50,000 in exemplary damages and declaratory relief. In June of 1999 an arbitrator’s decision was entered. Mr. Knippenberg was awarded $7500 and would be allowed to sell his store; if the store was not sold, an appraiser would be appointed and Subway Restaurants would purchase the store. In September of 2002 DAI paid Knippenberg $39,934.97. Mutual releases were exchanged, and Knippenberg and DAI terminated all franchise contracts between them.

3) Ken Fielding, Claimant v. Doctor’s Associates Inc. (DAI), Respondent (American Arbitration Association, Hartford, Connecticut). This arbitration proceeding was filed in February, 1997 by a Canadian Development Agent claiming breach of contract, disputing the length of term of the contract, which competing chain’s development he is contractually obligated to match, DAI’s payment of bonuses to him, the enforceability of DAI’s new development and lease policies, DAI’s right to assess legal fees and other expenses against him, and whether DAI’s conduct constitutes unfair trade practice under Connecticut Law. The Development Agent sought damages, legal fees, costs, interest and Interpretation of Contract. On August 15, 2001, the Arbitrators ruled that DAI was entitled to make deductions from the Claimant’s compensation for legal fees paid by DAI or its affiliates to enforce leases or subleases, enforce franchise agreements, enter into settlements, or pay back rent; that the site review and leasing policies developed by DAI are applicable and enforceable to the Claimant’s territory. The Arbitrators ruled that the bonuses sought by the Claimant must be paid on an ongoing basis as earned and awarded $486,000 to the Claimant for back bonuses. The Arbitrator also ruled that the Claimant was entitled to a 40 year contract, and that the Tim Horton’s chain could not be used for setting contract goals under the Claimant’s contract. The Arbitrators denied all other demands of the Claimant.

4) Subway Development of South Western Ontario, Ltd. (SDSWO), Claimant v. Doctor’s Associates Inc.(DAI), Respondent (American Arbitration Association, Hartford, Connecticut). This complaint was filed on October 26, 1995, with subsequent amendments, by Development Agent Patrick Consoli’s corporation, claiming breach of contract, fraud, misrepresentation, interference with contractual relations, intentional infliction of mental distress, violation of various applicable state, federal, and provincial disclosure laws and the Connecticut Business Opportunity Investment Act, damages arising from DAI’s changes to leasing and financing programs, disputing the right of DAI to assess costs and legal fees against him, disputing the term of the Development Agent Agreement, disputing DAI’s payment of bonuses to and assessment of penalties against him, seeking to bar Frederick DeLuca and DAI from owning or operating any aspect of the Subway franchise business, and seeking interpretation of various contractual terms. The Claimant sought damages in the potential amount of $61,158,437.06, plus interest, legal fees, exemplary damages, inflation adjustment, and possible future claims. DAI counterclaimed against SDSWO and Patrick Consoli, seeking substitution of Mr. Consoli as the proper Claimant in the arbitration, a declaratory award that Mr. Consoli breached the Development Agent Agreement, termination of Mr. Consoli’s Development Agent Agreement or a declaratory award requiring Mr. Consoli to sell his interest in the Development Agent Agreement, and compensatory damages. On March 20, 2002, the arbitrators rendered their award. Claimant's DAA was extended from twenty years to forty years in length; Claimant's assignment of his contract to SDSWO would be recognized subject to the terms of the DAA; the calculation of store volume requirements under the DAA shall not include convenience store locations, and claimant would be reimbursed for site review costs up to DAI's policy of $500 only. All other claims and counterclaims were denied, and no monetary damages were awarded.

5) David S. Butler, Plaintiff v. Hunter Management Company, Q. Reid Hunter, Logan Hunter and B. Shawn Cook, Defendants (Third Judicial District Court, Salt Lake County, Utah, Case No. 98-0902889, filed March 18, 1998). This action was filed by a franchisee claiming breach of the covenant of good faith and fair dealing and intentional interference with prospective economic relations. Mr. Butler claimed that the defendants, agents for Doctor’s Associates Inc. (DAI), encouraged and allowed other franchisees to open sandwich shops in close proximity to his own causing a loss of sales and profits as well as interfering with his potential sales and profits. On August 6, 1999 Mr. Butler agreed to sell his two stores to Hunter Management Company for $350,000. Mr. Butler agreed not to re- enter the sandwich business for one year. Neither the Hunters nor DAI admitted any liability and mutual releases were exchanged between all parties.

6) Fresh Alternatives, Inc., Claimant v. Doctor’s Associates Inc. (DAI), Respondent (American Arbitration Association, Hartford, Connecticut, filed May, 1998). This arbitration was filed by the corporation of a DAI Development Agent in the State of Minnesota claiming breach of contract and unfair trade practices under the 8

Connecticut Unfair Trade Practices Act (CUTPA). The Claimant was seeking delinquent bonus payments, exemplary damages, legal fees, costs and a declaratory judgment compelling the Respondent to honor the bonus and penalty clause of the Development Agent Agreement. On July 8, 1999 the arbitration award was issued; DAI must honor the bonus and penalty clause and pay delinquent bonus payments to the Development Agents. No punitive damages were awarded to the Development Agents.

7) Doctor’s Associates Inc. (DAI), Claimant v. Michael Johnson, Respondent (American Arbitration Association in Hartford, Connecticut, Claim No. 12-114-00014-93, filed on December 10, 1992) DAI filed this action to recover unpaid royalties owed by a franchisee and to resolve a dispute with him regarding claimed credits due to a DAI employee's embezzlement of funds. Michael Johnson, Plaintiff v. Doctor’s Associates Inc. (DAI), Frederick DeLuca, Peter Buck, Franchise World Headquarters, Inc., Pete Slomianyj, North Carolina Subway Group, Inc., Douglas Bentelle, Sheila Hallett, Santo Rhodes, Michael Armellino and Nancy Timmons, Defendants (General Court of Justice, Superior Court Division, Gaston County, N.C., Case No. 93-CVS- 1324) was filed in connection with the arbitration proceeding, on April 8, 1993. In the court action, Mr. Johnson claimed DAI, its affiliate, employees of its affiliate, and Development Agent concealed the misappropriation of funds by its employees, were negligent by not investigating the alleged misappropriations and not using diligence in the hiring of its employees, used duress and fraud in bringing a forcible detainer action against him and threatening loss of property in order to circumvent arbitration proceedings, and committed a breach of fiduciary duty by misadministering the funds of the Franchisee Advertising Fund. On April 14, 1993, Mr. Johnson filed an amended counterclaim to the arbitration action filed with the American Arbitration Association in Hartford, Connecticut entitled Doctor’s Associates Inc. (DAI), a Florida Corporation (F/K/A DAI, Connecticut Corporation) Claimant and Counter-Respondent v. Michael Johnson, Respondent and Counter-Claimant. On February 23, 2000, after the order to arbitrate was final, the parties agreed to a confidential settlement whereby Mr. Johnson agreed to pay DAI the sum of $37,500 in return for which DAI permitted the transfer of Mr. Johnson’s restaurant to another franchisee, the parties exchanged mutual releases and dismissed all pending litigation and arbitration.

8) Jerry Segal, Rene Harrush, Gerald Lev, Subway Development of Alberta Ltd., and Subway Development of British Columbia Ltd., Claimants v. Doctor’s Associates Inc. and Subway Franchise Systems of Canada, Ltd., Respondents (American Arbitration Association, East Hartford, Connecticut, filed on October 1, 1996.) This arbitration was filed by Canadian Development Agents claiming breach of contract due to the Respondents failure to pay monies owing to the Claimants as bonuses for the development of SUBWAY® franchises in the provinces of Alberta and British Columbia. On October 29, 1999 the parties settled their claims. Subway Franchise Systems of Canada, Ltd. paid Claimants $164,000 (Canadian) and agreed to pay Claimants $1800 (Canadian) each month under the Alberta Agreement and $1300 (Canadian) each month under the British Columbia Agreement for the balance of the initial term of each agreement. The Claimants agreed to withdraw their arbitration claims and mutual releases were exchanged between the parties.

9) Salsand, Inc., Claimant v. Doctor’s Associates Inc. (DAI), Respondent (American Arbitration Association, Hartford, Connecticut, filed February, 1996.). This arbitration proceeding was filed by a Canadian Development Agent’s corporation, claiming breach of contract and interference with contractual relations, disputing the right of DAI to assess costs, legal fees and penalty fees against him, and whether DAI has the right to solely decide whether a prospective franchisee has the right to purchase a franchise. The Claimant was also seeking to determine whether the Connecticut Business Opportunity Investment Act applies to the relationship between DAI and the Development Agent. On November 15, 1999 the Arbitrators handed down their ruling. The award denied all of the Claimant’s claims except that they granted a declaratory award preventing DAI from deducting from the Claimant’s payments any amount allegedly incurred for legal fees or to settle any claim against any company other than DAI. On August 1, 2000 the District Court of Connecticut confirmed the arbitration award. DAI filed an arbitration to terminate the Claimant’s Development Agent contract. On June 1, 2001 the Arbitrator ruled that DAI could terminate the Claimant’s Development Agent contract for his failure to develop the number of stores required under the contract.

10) Erik J. Hamilton and Hamilton Williams, Inc., Plaintiffs v. Doctor’s Associates Inc., William McClain, and Michael Stocklin, Defendants (Superior Court of New Jersey, Law Division, Middlesex County, Case No. L 847 97, filed January 22, 1997.) This action was filed by a franchisee claiming Mr. McClain and Mr. Stocklin, a Development Agent of DAI and his employee, made misrepresentations of fact in order to induce the franchisee into signing a franchise agreement. The franchisee also claimed that New Jersey franchise statute N.J.S.A. 56:10-7(b) was violated when DAI, through its agents and employees Mr. McClain and Mr. Stocklin, prohibited the franchisee from speaking with the former owner of the franchise before purchasing it. On February 22, 2000, the parties agreed to settle the case for $54,000, approximately what Mr. Hamilton paid for the restaurant and the franchise

9 agreement. In return Mr. Hamilton agreed to return all signage and equipment, and not to operate a competing sandwich shop for a period of ten years.

11) CTB Enterprises Inc., d.b.a. Subway Development of the Inland Empire, Claimant v. Doctor’s Associates Inc., Respondent (American Arbitration Association, Hartford, Connecticut, filed June 22, 1999) This arbitration proceeding was filed by the corporation of a DAI Development Agent in the State of California claiming breach of contract. The Claimant sought damages in the amount of $62,821.36, interest, costs and attorneys fees. DAI counterclaimed for monies owed by Ms. Baker under her Development Agent Contract, promissory note and franchise contracts. On January 24, 2000 the arbitrators ruled that the Claimant would not be obligated to pay for legal costs, settlement costs, and costs of store resales incurred by DAI’s affiliates, but that the Claimant must pay the amounts owed for royalties, advertising and promissory note payments. The Claimant was ordered to pay to DAI advertising fees, back royalties, profits made on store resales and monies due under a promissory note, which totaled $103,866.28. The Claimant received credit for monies DAI deducted to pay legal fees, store resale costs and lease settlements of its affiliates, and interest, which totaled $100,712.42. DAI received a net payment of $3,153.86 from the Claimant.

12) Subway Development of North West Florida, Claimant v. Doctor’s Associates Inc. (DAI), Respondent (American Arbitration Association, Hartford, Connecticut, No. 12 114 00199 98). This arbitration was filed on July 9, 1998 by the corporation of a DAI Development Agent in the State of Florida claiming breach of contract and unfair trade practices under the Connecticut Unfair Trade Practices Act (CUTPA). The Claimant sought delinquent bonus payments, exemplary damages, legal fees, costs and a declaratory judgment compelling the Respondent to honor the bonus and penalty clause of the Development Agent Agreement (“DAA”). On June 16, 2000 the arbitrators presented their findings. The arbitrators denied the Claimant’s demand for a declaratory judgment compelling the Respondent to apply the bonus and penalty clause of the DAA, let stand DAI’s previous agreement which pays the Claimant $1,600 per month for the remainder of the DAA and denied the Claimant’s other claims and requests.

13) Eric E. Hamilton, Claimant v. Doctor’s Associates Inc. (DAI), Respondent (filed with the American Arbitration Association in Somerset, New Jersey with a request for a hearing to take place in Bridgeport, Connecticut, August 17, 1994). DAI was served with a Demand for Arbitration by a franchisee who claimed breach of contract and fraud and sought relief in excess of $20,000. On September 13, 1994, DAI filed an answer and counterclaim for unpaid rent and attorney's fees. On July 17, 2000 the parties agreed to a settlement whereby Mr. Hamilton acknowledged and paid his rent obligation to Subway Real Estate Corp. and received $41,750 from DAI. In return, Mr. Hamilton sold back his franchise to DAI, returned all equipment and signed a mutual release.

14) Nicholas C. Jannotta and Carmein Day Blasucci, Co-Executors and Co-Personal Representatives of the Estate of Victoria Jannotta and Nicholas Jannotta, Plaintiffs v. Subway Sandwich Shops, Inc., Frederick DeLuca, Peter Buck and Doctor’s Associates Inc. (DAI), Defendants (United States District Court for the Northern District of Illinois, Case No. 94C 3834, filed June 23, 1994) In this action the Plaintiffs claimed the Defendants committed fraud, breach of contract, and misrepresentation of fact. They alleged Subway Sandwich Shops, Inc. was a shell corporation and was used to fraudulently induce the Plaintiffs to execute a lease. On November 21, 1995 the jury awarded damages in the amount of $328,994 and exemplary damages in the amount of $10,000,000. On February 14, 1996, the Court denied the Defendant’s motion to set aside the judgment and granted attorney’s fees in the amount of $196,325.88 to the Plaintiffs. The Defendants appealed the award of exemplary damages. On September 9, 1997 the U.S. Court of Appeals for the 7th Circuit vacated the judgment awarding exemplary damages and remanded the case to the District Court for a new trial on that issue. On October 26, 1998, the jury in Jannotta II returned a verdict in favor of the plaintiff in the amount of $100,000. On November 4, 1998 the Plaintiff moved for a new trial, reconsideration of the verdict, both of which were denied, and attorneys’ fees. On August 29, 2000, the U.S. Court of Appeals for the Seventh Circuit upheld the award of attorneys’ fees in the amount of $132,795.72 for the trial and $26,089.05 for the plaintiffs’ fee in the appeal.

15) Philip Mesi/Subway Development Corporation of Chicagoland, Claimant v. Doctor’s Associates Inc., Respondent (American Arbitration Association, Chicago, Illinois, filed August 26, 1999) This arbitration was filed by a DAI Development Agent in the State of Illinois. The Claimant claimed he was not responsible for and sought reimbursement of past and ongoing legal expenses arising form cases involving franchisees and their landlords in his development territory. He sought a declaration that he was not obligated to pay additional expenses for those cases, an injunction to stop the deductions, and approximately $400,000 in damages and interest. On September 1, 2000 the arbitrators awarded the Claimant legal fees previously deducted plus interest, totaling $538,558.46.

16) Patricia F. Mendes, Plaintiff v. Subway Systems Australia Pty Ltd A.C.N. 009 277 034, First Defendant and Subway Realty Pty Ltd A.C.N. 009 277 374, Second Defendant (District Court of Queensland, District Court Registry Brisbane, No. D4752/2000, filed November 24, 2000) This action was filed by a franchisee claiming deceptive conduct, misrepresentation and negligence. Ms. Mendes claimed that Michael Thorpe and John Brice, on behalf of the First and Second Defendants, represented that ice cream and pastry products were approved as standard menu items in SUBWAY® restaurants, that the addition of these items to the standard menu would increase her average weekly sales, and that due to the increase in sales, she would be able to afford a larger location. Ms. Mendes also claimed that due to these misrepresentations she has suffered damages and loss in excess of $128,000 AUS. Ms. Mendes sought an order varying the terms of the lease between her and the Second Plaintiff relieving her from liability regarding rent and other charges relating to the extra area added to the premises for the ice cream and pastry products, as well as an order that the Second Plaintiff compensate her for any adjustment arising from the order and damages in an unspecified amount, interest and costs. This matter was settled on February 15, 2001. The Defendants agreed to pay the Plaintiff the sum of $100,000 AUS, the Plaintiff agreed to execute a Notice of Discontinuance of the District Court Action and the parties agreed to release each other from all they might have against each other.

17) Paul and Melissa Riise, Rhonda Benton, John Gillon and Sonya Smith, Plaintiffs v. Doctor’s Associates Inc. (DAI), Subway Restaurants, Inc., Subway Sandwich Shops, Inc., Subway Equipment Leasing Corporation, Subway Development of North Alabama, Inc., Bernard Frausto, Frederick DeLuca and Peter Buck, Defendants (Circuit Court of Jefferson County, Alabama, Case No. CV 94-129, filed January 4, 1994). DAI was served with this action brought by franchisees claiming DAI, its leasing affiliates and local Alabama Development Agent made fraudulent misrepresentations, committed breach of fiduciary duty, negligence, breach of covenant of good faith and fair dealing, interfered with business relations and concealed and intentionally did not disclose material facts. The Plaintiffs sought compensatory and exemplary damages in an undisclosed amount, costs, interest and a trial by jury. DAI sought to arbitrate the Plaintiffs' claims and to recover over $12,000 in royalty and advertising payments due under the Franchise Agreement from each franchisee except Rhonda Benton. On March 9, 1994, DAI filed separate civil actions in the U.S. District Court for the District of Connecticut in order to compel arbitration in Connecticut pursuant to the Franchise Agreement: DAI, Plaintiff v. Paul and Melissa Riise, Defendants, (Case No. 394CV00371 AHN), DAI, Plaintiff v. Rhonda Benton, Defendant, (Case No. 394CV00372 AHN), DAI, Plaintiff v. John Gillon, Defendant, (Case No. 394CV00369 JAC) and DAI, Plaintiff v. Sonya Smith, Defendant, (Case No. 394CV00370 AHN). In November, 1995, the Plaintiff John Gillon settled his disputes with DAI for $60,000. On June 20, 1996, the remaining plaintiffs and DAI agreed to arbitrate their disputes in Atlanta, Georgia; Doctor’s Associates Inc. v. Paul and Melissa Riise (Case No. 30 E 114 00245 94), Doctor’s Associates Inc. v. Sonya Smith, (Case No. 30 E 114 00243 94), and Doctor’s Associates Inc. v. Rhonda Benton (Case No. 30 E 114 00244 94). The Petition to Compel Arbitration cases in Connecticut are closed (DAI v. Smith, No. 394CV00370, DAI v. Benton, No. 394CV00372, and DAI v. Riise, 394CV000371). On June 23, 1997 the arbitration actions in Georgia were closed (DAI v. Paul and Melissa Riise, No. 30 114 00245 94, DAI v. Sonya Smith, No. 30 114 00243 94, and DAI v. Rhonda Benton, No. 30 114 00244 94). On May 28, 1998 the Court granted the Summary Judgment Motion filed by the Defendant Bernie Frausto on the former franchisees’ claims against him. On July 26, 2000, the Alabama court where the claims were originally filed dismissed the action.

18) Bernardo Frausto and Subway Development of North Alabama, Inc. v. Doctor’s Associates Inc., Subway Restaurants, Inc., Franchise World Headquarters Inc., Subway Sandwich Shops, Inc., Frederick A. DeLuca and Peter Buck (Circuit Court of Jefferson County, Alabama, Case No. CV 94-129) was filed as a cross-claim in connection with the above action. Mr. Frausto, a former DAI Development Agent, claimed breach of contract by DAI for not protecting his interests and not meeting its fiduciary duties to him regarding the above action and other matters. He claimed that DAI had not complied with the responsibility of transferring funds from the present Development Agent’s account to him as part of an Assignment of Development Agent Agreement among him, DAI and the present Development Agent. He also claimed that DAI used these funds for its own use. Mr. Frausto sought judgment against DAI in an undetermined amount plus $1,000,000 in costs. Two counts were added alleging that DAI failed to research the claims of the franchisee/plaintiffs and failed to limit his exposure in this suit and provide him with an exclusive Development Agent Territory for 40 years and Mr. Frausto is demanding $20,000,000 for each additional count. The parties have settled this matter. The Defendants admitted no liability and paid $100,000 to Mr. Frausto’s Chapter 13 Bankruptcy Trustee. The parties exchanged mutual releases. On May 8, 2000, the U.S. Bankruptcy Court approved the settlement. On July 26, 2000, the State Court dismissed the matter with prejudice.

19) Monroe Quinn, Plaintiff v. Doctor’s Associates Inc. dba Subway Restaurant, Subway Restaurant, 1105 University Avenue, Berkeley, CA, Defendant (U.S. District Court, Northern District of California, Case No. C 00 1917 WHO, filed May 26, 2000), Yvonne Westbrook, Plaintiff v. Doctor’s Associates Inc., dba SUBWAY Restaurant, SUBWAY Restaurant, 3205 Lakeshore Avenue, Oakland, CA, Defendant (U.S. District Court, Northern 11

District of California, Case No. C 00 1916 PJH, filed May 26, 2000), Samuel Choi, Plaintiff v. Doctor’s Associates Inc., dba SUBWAY RESTAURANT, SUBWAY Restaurant, 4496 Broadway Street, Oakland, CA, Defendant (U.S. District Court, Northern District of California, Case No. C 00 2169 VRW, filed June 19, 2000), Edward Moore, Plaintiff v. Doctor’s Associates Inc., dba SUBWAY Restaurant, SUBWAY Restaurant, 4013 Telegraph Avenue, Oakland, CA, Defendant (U.S. District Court, Northern District of California, Case No. C 00 1891 SI, filed May 24, 2000), Darlene King, Plaintiff v. Doctor’s Associates Inc., dba SUBWAY Restaurant, SUBWAY Restaurant, 92 Shattuck Square, Berkeley, CA, Defendant (U.S. District Court, Northern District of California, Case No. C 00 1831 JL, filed May 22, 2000); Marquejante A. Brown, Plaintiff v. Doctor’s Associates Inc., dba, SUBWAY restaurant, SUBWAY Restaurant, 4300 Macarthur Blvd., Oakland, CA, Defendant (U.S. District Court, Northern District of California, Case No. C 00 1832 JCS, filed June 6, 2000); Yvonne Westbrook v. Doctor’s Associates Inc., dba Subway Restaurant, Subway Restaurant, 25040 Hesperian Way, Hayward, CA (Case No. C 004042 PJH, filed November 1, 2000); Cynthia Wade v. Doctor’s Associates Inc., dba Subway Restaurant, Subway Restaurant, 5970 Mowry Ave., Fremont, CA (Case No. C 004040 WHA, filed November 1, 2000); Eddie King v. Doctor’s Associates Inc., dba Subway Restaurant, Subway Restaurant, 13501 San Pabli Ave., San Pablo, CA (Case No. C 003056 CAL, filed on August 24, 2000); Monroe Quinn v. Doctor’s Associates Inc., dba Subway Restaurant, Subway Restaurant, 22549 Second St., Hayward, CA (Case No. C 004041 CRB, filed on November 1, 2000); Cynthia Wade v. Doctor’s Associates Inc., dba Subway Restaurant, Subway Restaurant, Southland Mall, Hayward, CA (Case No. C 004044 MJJ, filed on November 1, 2000); Eddie King v. Doctor’s Associates Inc., dba Subway Restaurant, Subway Restaurant, 423 Bush St., San Francisco, CA (Case No. C 003048 VRW, filed on August 24, 2000); Edwin Moore v. Doctor’s Associates Inc., dba Subway Restaurant, Subway Restaurant, 3800 San Pablo Dam Rd., El Sobrante, CA (Case No. C 003054 MMC, filed August 24, 2000); Tracey Keyes v. Doctor’s Associates Inc., dba Subway Restaurant, Subway Restaurant, 2675 Geary Blvd., San Francisco, CA (Case No. C 003052 CRB, filed August 24, 2000); Americans With Disabilities Advocates and George S. Louie v. Doctor’s Associates Inc., dba Subway Restaurants, Subway Restaurant and Alixeza H. Ghafouri, 1312 Broadway, Oakland, CA (Case No. C 001747 CAL, filed May 17, 2000); Barnabus Fairfield v. Doctor’s Associates Inc., dba Subway Restaurant, Subway Restaurant & Corzon A. Malonzo, 1970 Broadway, Oakland, CA (Case No. C 001757 CAL, filed on May 17, 2000); Samuel Choi v. Doctor’s Associates Inc., dba Subway Restaurant, Subway Restaurant, 1803 E. Capitol Expressway, Silver Creek Plaza, San Jose, CA (Case No. C 0021173 RMW, filed on November 17, 2000); Benjamin Lamar Smith v. Doctor’s Associates Inc., dba Subway Restaurant, Subway Restaurant, 10938 San Pablo Ave., El Cerrito, CA (Case No. C 003043 SBA, filed on August 24, 2000); George S. Louie v. Doctor’s Associates Inc., dba Subway Restaurant, Subway Restaurant, 1510 Fillmore Street, San Francisco, CA (Case No. C 003049 JL, filed on August 24, 2000); Monroe Quinnv. Doctor’s Associates Inc., dba Subway Restaurant, Subway Restaurant, Auto Mall Expressway, Fremont, CA (Case No. C 004038 BZ, filed on November 1, 2000); Paulette Van Hook v. Doctor’s Associates Inc., dba Subway Restaurant, Subway Restaurant, 10398 San Pablo Ave., El Cerrito, CA (Case No. C 001830 CAL, filed on May 22, 2000); Paulette Van Hook v. Doctor’s Associates Inc., dba Subway Restaurant, Subway Restaurant, 2138 Hill Top Mall Road, Richmond, CA (Case No. C 003042 CAL, filed on August 24, 2000); Barnabus Fairfield v. Doctor’s Associates Inc., dba Subway Restaurant, Subway Restaurant, 125 Ellis Street, San Francisco, CA (Case No. C 003050 SBA, filed on August 24, 2000); Benjamin Lamar Smith v. Doctor’s Associates Inc., dba Subway Restaurants, Subway Restaurant, 2001 Van Ness Ave., San Francisco, CA (Case No. C 003057 PJH, filed on August 24, 2000); Eddie King v. Doctor’s Associates Inc., dba Subway Restaurant, Subway Restaurant, 900 San Pablo Ave., Albany, CA (Case No. C 001829 CAL, filed on May 22, 2000); Michael McCrory v. Doctor’s Associates Inc., dba Subway Restaurant, Subway Restaurant, 1250 Market Street, San Francisco, CA (Case No. C 001762 CAL, filed on May 17, 2000); Barnabus Fairfield v. Doctor’s Associates Inc., dba Subway Restaurant, Subway Restaurant, 2315 Cutting Blvd., Richmond, CA (Case No. C 003045 JCS, filed on August 24, 2000); Korusin Ounniyom v. Doctor’s Associates Inc., dba Subway Restaurant, Subway Restaurant, 517 W. Capitol Expressway, San Jose, CA (Case No. C 0021174 PVT, filed on November 17, 2000); Yvonne Westbrook v. Doctor’s Associates Inc., dba Subway Restaurant, Subway Restaurant, 2002 Alum Rock, San Jose, CA (Case No. C 0021176 JW, filed on November 17, 2000); Saeng Tongvanh v. Doctor’s Associates Inc., dba Subway Restaurant, Subway Restaurant, 3270 N. First St., San Jose, CA (Case No. C 0021175 JF, filed on November 17, 2000); Stephanie Franklin v. Doctor’s Associates Inc., dba Subway Restaurant, Subway Restaurant, 2375 Market Street, San Francisco, CA (Case No. C 003055 WHA, filed on August 24, 2000); Frank L. Morris v. Doctor’s Associates Inc., dba Subway Restaurant, Subway Restaurant, 5650 Geary Blvd., San Francisco, CA (Case No. C 003058 MJJ, filed on August 24, 2000); John Haber v. Doctor’s Associates Inc., dba Subway Restaurant, Subway Restaurant, 1199 Sutter St., San Francisco, CA (Case No. C 003053 MHP, filed on August 24, 2000); and Annette Barnes v. Doctor’s Associates Inc., dba Subway Restaurant, Subway Restaurant, 1572 Sycamore Ave., Hercules, CA (Case No. C 003044 MMC, filed on August 24, 2000). Physically disabled persons who alleged they were unable to access the service counter in a SUBWAY® restaurant filed the above complaints. The Plaintiffs all claim violation of the Americans with Disabilities Act alleging the Defendant failed to modify policies and procedures to ensure access for persons with disabilities, violation of the California Civil Code § 54, et.seq. alleging they were denied full and equal access to the restaurant, violation of California Civil Code § 51, et. seq. alleging the services and facilities of the restaurant were 12 not equal to and were inferior to those provided to persons with out disabilities, violation of the California Health and Safety Code § 19955, et. seq. alleging the restaurant denied access to persons with physical disabilities, unfair business practice and negligence. The Plaintiffs sought declaratory relief, damages in an amount to be determined by proof, punitive damages, attorney’s fees, costs and trial by jury. Each of the Plaintiffs entered into Settlement and Dismissal Stipulations with the Defendants, which were filed during February of 2001. DAI paid the Plaintiffs and their lawyers a total of $140,000. DAI also agreed to modify existing facilities in California over the next five years.

20) Subway Systems Australia Pty Ltd ACN 009 277 024, Applicant v. Michael John Thorpe, Respondent (Supreme Court of Queensland, Registry: Brisbane, Number S794 of 2000). The Applicant filed this action on 6 February 2000 requesting that the Respondent stop representing himself as a Development Agent for the Applicant and stop using the name SUBWAY® either personally or in association with any business or corporate entity with which he is affiliated except as a franchisee. Applicant also requested that Respondent be restrained from making disparaging comments and communications concerning Applicant’s reputation, goodwill, business or profitability, policies, procedures or any other aspect of the SUBWAY® system and from talking about the claims each party may have against one another to anyone other than his lawyers. This action was filed because of Respondent’s default of a signed resignation agreement dated 9 June 1999 with Applicant in which Respondent resigned as Development Agent for Queensland and the Northern Territory. On 18 January 2000, the Supreme Court granted Applicant’s application. On 6 April 2000, Respondent filed a Defense and Counterclaim against Applicant wherein Respondent claims that the Development Agent Agreement is a Franchise Agreement under the rule of the Franchising Code of Conduct. Respondent claims that he transferred his Queensland Development Agent agreement to himself and another party in early 1999 and that the resignation agreement is invalid because he was not the Development Agent at the time and he signed it under duress. Respondent seeks damages in excess of 3 million dollars. On April 30, 2001, judgment was entered for the Applicant granting a permanent restraining order against the Respondent. The Respondent’s Defense and Counterclaim was withdrawn and the Supreme Court awarded costs to the Applicant.

21) Subway Systems Australia Pty Ltd. c/o Doctor’s Associates Inc., Claimant v. Michael Thorpe, Respondent (American Arbitration Association, Hartford, CT, Case No. 50 T 114 00018 00, filed on January 20, 2000), in connection with the action listed above. The Claimant filed this action seeking confirmation that the agreement of resignation the Respondent dated 9 June 1999 was appropriate and terminated his two Development Agent contracts. Additionally, Claimant sought confirmation that Subway Systems Australia Pty Ltd. or its’ affiliates owed no money to Respondent under the terms of the Development Agent contracts. On June 21, 2000, the arbitrator ruled that arbitration was not a proper venue for resolving this issue.

22) Pauline Emily Beutel and Russell Graham Beutel, Plaintiffs v. John Brice, First Defendant, Michael John Thorpe, Second Defendant, Subway Systems Australia Pty Ltd (“SSA”) ACN009277034, Third Defendant, and DAAQ Pty Ltd ACN055015364, Fourth Defendant (District Court at Emerald, State of Queensland, Registry Number 9/2001) On April 8, 2001 The Plaintiff filed this claim for violations of the Trade Practices Act 1974 and breach of contract. The Plaintiffs claimed the first defendant made representations and earnings claims inducing them to purchase an existing restaurant that was to be relocated, from the second defendant, and enter into a financing agreement with the fourth defendant causing damages in the form of lost profits. The Plaintiffs sought damages in the amount of $228,460 (AUS) and costs. On May 15, 2001 Plaintiffs and defendant Subway Systems entered into a settlement by which Plaintiffs would receive $30,000 (AUS) upon completion of training and the subject restaurant at no cost. Plaintiffs and Subway Systems exchanged mutual releases.

23) Lar-Ken Associates, Inc., Claimant v. Doctor’s Associates Inc. (DAI), Respondent (American Arbitration Association, Hartford, Connecticut) This arbitration proceeding was filed on April 19, 2000 by the corporation of a DAI Development Agent in the State of California claiming breach of contract. The Claimant alleged DAI had charged him for expenses, legal fees and lease settlements incurred by affiliates of DAI. The Claimant sought declaratory relief, damages in the amount of $46,005, interest, costs and expenses and attorney fees. On July 20, 2001 the Arbitrator ruled that DAI could not charge the Claimants for legal fees and expenses, settlements and other charges attributable to its affiliates. The Arbitrator ruled that DAI must refund such charges already deducted. The Arbitrator found the Claimant’s failure to pay to DAI a portion of the costs of its own defense in a case brought against them and DAI by a former franchisee would result in the Claimant’s unjust enrichment and ordered them to pay one-third of those expenses, $19,099.61 to DAI. All the other claims were denied.

24) Subway Development Corporation, Claimant v. Doctor’s Associates Inc. (DAI), Respondent (American Arbitration Association, Hartford, Connecticut). This arbitration was filed in May, 1998 by the corporation of a DAI Development Agent in the State of Minnesota and claimed breach of contract and unfair trade practices under the Connecticut Unfair Trade Practices Act (CUTPA). The Claimant sought delinquent bonus payments, exemplary 13 damages, legal fees, costs and a declaratory judgment compelling the Respondent to honor the bonus and penalty clause of the Development Agent Agreement. On July 30, 2001, the parties agreed to a settlement of all claims by which the DA’s Agreement was modified and extended to June 2030, the DA was paid $179,000 for past bonus payments and DAI agreed to pay DA $2850 a month for the duration of the Agreement.

25) Amman Ul Haq, Cross-Complainant v. Gurbinder Singh, Kuldip Singh, Doctor’s Associates Inc., Ali Jafari, Saeed Lebastchi, and Does 1-100, Cross-Cross-Defendants (Superior Court of the State of California, County of Sacramento, No. 98AS05667). This cross-complaint was filed on October 8, 1999 by a prospective franchisee who claimed breach of contract, negligent and intentional misrepresentation, negligent and intentional interference with economic advantage, conspiracy and violation of civil code section 51.8. Mr. Ul Haq claimed that after entering into an agreement with Gurbinder and Kuldip Singh, he was prevented from purchasing their franchise because he was unable to pass an English proficiency test. As a result, Gurbinder Singh and Kuldip Singh commenced legal proceedings against him. Mr. Ul Haq sought economic, general, punitive and/or exemplary damages in an undetermined amount, loss of future profits and income, costs and attorney’s fees. On August 16, 2001 Ul Haq and Doctor’s Associates Inc., Ali Jafari, Saeed Lebastchi and CalNeva Subway settled their claims. Ul Haq agreed to release those Defendants and dismiss his claims against them, and was paid $22,500 in return.

26) Earl Sims, Claimant v. Doctor’s Associates Inc. (DAI) and Frederick A. DeLuca, Respondents (Case No. 12- 116-0119-88, filed May 13, 1988). DAI’s former Louisiana Development Agent filed this arbitration proceeding with the American Arbitration Association. Mr. Sims claimed breach of contract, unfair and deceptive practices, misrepresentation, refusal to pay for services rendered, wrongful deductions and withholding of monies from his compensation check, seeking $16,000,000. DAI, Subway Sandwich Shops, Inc. and Subway Restaurants, Inc. filed an involuntary petition in bankruptcy against the Claimant and the arbitration proceeding was stayed. Mr. Sims filed two other actions: Earl Sims, Subway Development of Louisiana, Inc., Plaintiffs v. Doctor’s Associates Inc. (DAI), Frederick DeLuca and Subway Restaurant, Inc., Defendants (Civil Judicial District Court for the Parish of Orleans, Louisiana, Case No. 90-3379) filed on February 16, 1990, and Earl and Dorothy Sims v. Doctor’s Associates Inc. (DAI), Frederick DeLuca and Subway Sandwich Shops, Inc. (19th Judicial District Court for the Parish of East Baton Rouge, Louisiana, Case No. 346 485). In these civil actions the Plaintiffs claimed the Defendants violated Connecticut General Statutes sections 42-110 et seq., Louisiana Revised Statutes 51-1402 et seq., and section 2315 of the Louisiana Civil Code by misrepresenting facts, committing breach of contract and engaging in unfair and deceptive trade practices. The Plaintiffs also claimed violation of the Bankruptcy Code by Defendants’ withholding of Plaintiffs’ compensation, causing Plaintiffs economic injury. On May 8, 1996 Mr. Sims, pursuant to an auction held before the Bankruptcy Court, purchased all right and interest in the above-referenced suits from the Trustee in Bankruptcy for the sum of $15,000. On February 6, 1997 claims brought by Mr. Sims during the pendency of the bankruptcy, including Earl Sims, Subway Development of Louisiana, Inc., Plaintiffs v. Doctor’s Associates Inc. (DAI), Frederick DeLuca and Subway Restaurants Inc., Defendants (Civil Judicial District Court for the Parish of Orleans, Louisiana, Case No. 90-3379) were consolidated with claims brought by affiliates of DAI against Earl Sims, Dorothy Sims and other franchisees of stores co-owned with the Sims to collect monies due, Subway Equipment Leasing Corporation & Subway Restaurants Inc. v. Bonnie Forte, Charles N. Forte, Selena Rankins, Frank N. Rankins, Dorothy Sims and Earl Sims, Jr. (U.S. District Court for the Eastern District of Louisiana, CA 88- 4957, under a new number 97-31236). On August 20, 2001, the parties agreed to a full settlement. Without admitting any liability, DAI paid $450,000 to the Sims in return for dismissal of all pending actions and an exchange of releases.

27) Quality Sandwiches of Ohio, Inc. and Terry Quinn, Plaintiffs v. Doctor’s Associates Inc.(DAI), Defendant (Court of Common Pleas, Franklin County, Ohio, Case No. 98CVH05 03640, filed May, 11, 1998). A Development Agent of DAI filed this action claiming fraud and misrepresentation. Plaintiffs claimed that DAI forced him to enter into a purchase transaction with his Dayton, Ohio franchisee wherein he had to buy a number of stores from the Dayton franchisee because the franchisee was threatening to file a lawsuit against the Defendant. Plaintiffs claimed to have relied upon certain representations made by DAI regarding profits and losses resulting from the operations and/or sale of the properties had not reached a satisfactory agreement with the Defendant regarding the sharing of losses. Plaintiffs sought compensatory damages in excess of $25,000, exemplary damages in excess of $25,000 and attorney fees. On October 14, 1998 DAI filed a Demand for Arbitration with the American Arbitration Association, and a Petition to Compel Arbitration with the U.S. District Court for the District of Connecticut, which was granted on March 3, 1999. On October 24, 2001 Quinn added a counterclaim to the arbitration, seeking an accounting of his continuing fee accounts to 1984, disputing the enforceability of DAI’s new development and lease policies, DAI’s right to assess legal fees and other expenses against him, claiming DAI’s conduct constituted unfair trade practice under Connecticut Law, and seeking reimbursement for legal fees he had paid in a third party’s lawsuit in a related matter, damages and exemplary damages. On September 18, 2001, the arbitrator ruled that DAI could not charge Quinn expenses and fees incurred by companies other than DAI, and awarded Quinn $124,535.23 plus interest; 14 awarded Quinn $25,930.55 as reimbursement for legal fees paid by Quinn in a suit against him by a third party suit in a related matter; and ordered an accounting of Quinn’s continuing fee accounts from 1/1/98 to date. All other counterclaims were denied.

28) Homer Thomas, Plaintiff v. Subway Restaurants, Inc, Doctor’s Associates Inc. (Florida), Doctor’s Associates Inc. (Connecticut), Doctor’s Associates Inc. D.B.A. Subway Restaurants, Inc. (Florida) and Doctor’s Associates Inc. D.B.A. Subway Restaurants, Inc. (Connecticut), Defendants (Circuit Court of the Seventeenth Judicial Circuit, Broward County, Florida, Case No. 98-009722-18). This action was filed June 19, 1998 by a franchisee who claimed violation of civil rights and breach of contract. Mr. Thomas claimed that the Defendants tried to terminate his lease and begin eviction due to his race and color. Mr. Thomas sought a judgment declaring the defendants deprived him of his rights, enjoining them from engaging in discriminatory practices and reinstating all contracts between the Defendants and himself. He also sought compensatory and exemplary damages in excess of $15,000, costs, interest, attorney’s fees and trial by jury. On April 4, 2002, the parties reached a settlement. Defendants admitted no liability, Mr. Thomas was paid $100,000, and dropped all claims against all Defendants.

29) Subway International, B.V., Claimant v. David Glover, Respondent/Counterclaimant (American Arbitration Association, Case No. 50T1140016701, filed October 1, 2001) This Answer and Counterclaim was filed in response to an original arbitration filed on April 13, 2001 by Subway International, B.V. (“SIBV”) against Mr. Glover, a Development Agent for SIBV. Mr. Glover claimed he entered into the development agent agreement based on representations made to him by the respondent. He also claimed that he never received advertising to promote the restaurants in his market leaving him incapable of developing his territory. Mr. Glover sought a sum in excess of $1,000,000. On May 30, 2002, the parties entered into a settlement by which Mr. Glover’s DA Agreement was terminated, the claim of misrepresentation was withdrawn and Mr. Glover and/or his investors are entitled to purchase five franchises to be located in Mr. Glover’s former territory at a discounted price.

30) Edward Racheo, Claimant v. Doctor’s Associates Inc. (DAI), Respondent (American Arbitration Association, North Olmstead, Ohio, filed on June 15, 2000) This arbitration proceeding was filed by a franchisee of DAI who claimed breach of contract and implied covenant of good faith. The Claimant is sought damages in an undisclosed amount and injunctive relief. On December 6, 2002, the arbitrator ruled that DAI would pay Claimant $44,026, in 36 monthly installments, with interest at 7%.

31) Keith Hick, Plaintiff v. Rottinghaus Company, Inc. and Rusty Rathbun, Defendants (The Eighteenth Judicial District, District Court, Sedgwick County, Kansas, Civil Department, Case No. 02C 1484) This petition was filed on April 26, 2002 by a franchisee claiming tortious interference with contract and tortious interference with a prospective business opportunity. Mr. Hick alleged his Development Agent, Mr. Rathbun, failed to give him proper notice that a second SUBWAY® restaurant was to open less than 2 miles from his own, and that Mr. Rathbun and another franchisee acted together to prevent him from opening said SUBWAY® restaurant. Mr. Hick is sought damages in excess of $1,000,000, pre-judgment and post-judgment interest, costs, and attorney’s fees. The case was moved to arbitration. On June 8, 2003, the arbitrator filed his award. Hick was awarded $110,648 as damages representing the diminution in value of his store. Hick’s claim for punitive damages was found to be without merit. DAI paid the award.

32) Ronald Rothmund and Patricia Rothmund, Plaintiffs v. Doctor’s Associates Inc. (DAI), Frederick DeLuca, Peter Buck, Subway Development Corporation of Chicagoland, Inc., Phil Mesi, Defendants (Circuit Court, Third Judicial Circuit, Madison County, Illinois, Case No. 94L799). This action was filed on August 11, 1994 by former franchisees claiming DAI, its affiliate and local Development Agent committed fraud and violated the Illinois Franchise Disclosure Act, 805 ILCS 703/1 et seq. and the Illinois Consumer Fraud and Deceptive Practices Act. They claimed DAI’s Offering Circular, Franchise Agreement and advertising materials made untrue statements of facts, misrepresentations of facts and omissions. They also claimed that DAI intentionally used unfair methods of competition and deceptive acts and practices to fraudulently induce them to purchase a franchise. The Plaintiffs claimed the leasing corporations were shell corporations and the alter egos of DAI and that they were unfairly evicted from their franchise. They sought a Declaratory Judgment to decide if the arbitration clause in the Franchise Agreement was invalid and that the Franchise Agreement was void and unenforceable. They sought $360,000 in actual damages and $60,000,000 in exemplary damages, a trial by jury, costs and attorney’s fees. On August 31, 1994, DAI filed a Petition to Compel Arbitration, DAI, Plaintiff v. Ronald Rothmund and Patricia Rothmund, Defendants (U.S. District Court, District of Connecticut, Case No. 394CV01456) which was granted. On June 23, 2003, the parties settled all claims. No liability was admitted to, DAI paid Plaintiffs $45,000, and mutual releases were exchanged

33) Claude W. Melton, Plaintiff v. Doctor’s Associates Inc., Defendant (District Court in and for Okmulgee County, Oklahoma, Case No. CJ 2000-360, filed on May 8, 2000) This complaint was filed by a franchisee who claimed breach of contract and fraud because DAI sold him a restaurant that had liens against its equipment. As a result, he was forced to close his restaurant when the lienholder picked up the equipment. DAI denied the allegations contained in the complaint as the agreement between the parties specifically stated that it did not include the sale of any equipment. Mr. Melton sought $45,000 for breach of contract, actual damages in excess of $10,000, punitive damages in excess of $10,000 and attorney’s fees. On September 26, 2001 DAI filed a Petition to Compel Arbitration in the United States District Court for the District of Connecticut, which was granted on November 30, 2001. DAI purchased Mr. Melton’s claims from his bankruptcy proceeding for $15,000. On October 16, 2003 the case was dismissed with prejudice.

34) Mike (Mushtaq) Kanchwala, Anver Kanchwala, and Azim Hamani v. Doctor's Associates, Inc. (DAI), Frederick A. DeLuca, Peter H. Buck, JoAnn Bachewicz and Subway Restaurants, Inc. (Circuit Court, Third Judicial Circuit, Madison County, State of Illinois, Case No. 95L1291). This action was filed on August 28, 1995 by franchisees claiming DAI, its local Development Agent, and its leasing affiliate committed common law fraud, breach of contract, breach of covenant of good faith and fair dealing and breach of the Illinois Consumer Fraud and Deceptive Business Practices Act because DAI’s advertising materials contained misrepresentations. They also claimed DAI failed to disclose affiliate litigation and evicted franchisees prior to arbitration. The Plaintiffs claimed that the Offering Circular and Franchise Agreement made untrue statements, omitted material facts and made misrepresentations of fact. The Plaintiffs sought a Declaratory Judgment to declare the Mutual Release they signed as part of their transfer was unenforceable. They also sought $2,500,000 in actual damages, $150,000,000 in exemplary damages, attorney’s fees, costs of suit and a trial by jury. On September 8, 1995, DAI filed a civil action to compel arbitration, DAI v. Mike (Mushtaq) Kanchwala, Anver Kanchwala and Azim Hemani (U.S. District Court, District of Connecticut, Case No. 395 CV 01915) and also filed a demand for arbitration on October 2, 1995, DAI, Claimant v. Mike (Mushtaq) Kanchwala, Anver Kanchwala and Azim Hemani, Respondents (American Arbitration Association, Hartford, Connecticut, Case No. 12 114 00174 95). On September 29, 2003 the parties reached a settlement. Neither party admitted any liability, Defendants paid Plaintiffs $15,000, all claims were withdrawn by all parties and mutual releases were exchanged.

35) Timothy Delaney and Patricia Delaney, Plaintiffs v. Doctor’s Associates Inc., Subway, Inc., Yogesh Dave, Defendants. (Superior Court of New Jersey, Somerset County, Case No. SOM-L-379-01) This complaint to compel mediation and arbitration was filed on March 7, 2001 by a franchisee claiming breach of contract, intentional interference with contractual rights and franchisee’s right to sell his franchise, breach of good faith and fair dealing and intentional infliction of emotional distress. They alleged the Defendants interfered when they tried to sell their franchise and discouraged potential buyers. The Delaney’s sought punitive damages, treble damages, compensatory damages, attorneys’ fees, costs of suit, interest and trial by jury. On October 27, 2003, the Arbitrator in this matter directed that Respondent Dave pay all administrative fees and the Arbitrator’s compensation totaling $11, 940, and dismissed all Delaney’s claims, with prejudice and without costs or attorney’s fees.

36) William T. Horner, Plaintiff v. Martin C. Adomat, Defendant (District Court of Harris County, Texas, 55th Judicial District, Case No. 2003-09364) On February 21, 2003, Mr. Horner, a Development Agent of DAI, filed this complaint against his partner, Mr. Adomat, also a Development Agent of DAI claiming breach of contract, fraud, and negligent misrepresentation. Mr. Horner claimed that the two had reached an agreement regarding his purchase of Mr. Adomat’s interest in their company, Subway Development Corporation of Southeast Texas, L.P. and that Mr. Adomat refused to sell his interest under the terms of their agreement. Mr. Horner sought an order awarding the performance of their agreement or actual damages, including lost interest and lost profits, prejudgment interest, attorneys’ fees, costs and post-judgment interest. On January 2, 2004 the parties settled their lawsuit and a sale of the interest in their company based on their previous agreement was executed.

37) Subway Development of Central Ontario, Ltd., Claimant v. Doctor’s Associates Inc. (DAI), Respondent (American Arbitration Association, Hartford, Connecticut). This arbitration was filed in August, 1997 by a Canadian Development Agent’s corporation claiming breach of contract, misrepresentation, and violation of the Connecticut Unfair Trade Practices Act. The Claimant also disputed the term of the Development Agent Agreement and the right of DAI to assess costs, legal fees and penalty fees against him. The Claimant sought compensatory and exemplary damages in an undisclosed amount, interest, costs and expenses, attorney’s fees and declaratory relief. On May 20, 2004, the Arbitrators issued a Final Award. Claimant received an award of $30,772.74 for legal fees and settlement costs that were improperly deducted, and an affirmation that Claimant’s rights to the Development Agent contract had been transferred to Claimant’s corporation without requiring a transfer fee. None of the five other claims made by Claimant were granted, and each side bore its own costs and fees.

38) Interway Produtos Alimenticios Ltda, Bahiasubs Franquias Comércio de Alimentos e Servicos Ltda, Saúde Alimentos do Brasil Ltda, Jean Jereissati Neto, Masterwest Servicos e Comércio de Alimentos Ltda, Sanduicheria Quirirm de Santos Ltda and Subs Sands Comércio de Alimentos, Plaintiffs v. Doctor’s Associates Inc. (DAI), Subway Partners C.V., Frederick A. DeLuca and Peter H. Buck, Defendants (U.S. District Court for the District of Connecticut, Case No. 3:98CV1839(AHN)). Development Agents of then Master Franchisee in Brazil, HTF – High Technology Foods Corporation S.A. and its assignee, Subway Brasil Sanduiches e Salads Ltda. (the “Master Franchisee”), filed this action on September 17, 1998. The Plaintiffs claimed negligence, breach of contract/agency liability, breach of contract/apparent agency, unjust enrichment, constructive trust and unfair trade practices and demanded $10,000,000 in actual damages, $100,000,000 in punitive damages, interest, costs of suit, attorney’s fees and the imposition of a constructive trust. On February 21, 2005, the Plaintiffs withdrew their action against Subway Partners, C.V., Doctor’s Associates Inc., Frederick A. DeLuca and Peter H. Buck. The case was settled by Subway Partners C.V., which purchased, for $171,428.57 each, Plaintiffs’ development agent rights, SUBWAY® equipment, and certain agreements that Plaintiffs would not compete, with SUBWAY® stores. As to Plaintiff, Bahiasubs Franquias Comércio de Alimentos e Servicos Ltda, an agreement was reached allowing for said Plaintiff to operate three (3) named food service locations in Brazil. No liability was admitted by any party and full releases were executed. On February 22, 2005, the Court dismissed the case with prejudice.

39) Ernest W. Crandall and Esther E. Crandall, Plaintiffs v. Tom Vokey and Atlantic Subway Limited and Subway Franchise Systems of Canada Ltd., Defendants (Supreme Court of Nova Scotia, Kentville, County of Kings, Nova Scotia, S.K. No. 9543) This action was filed on June 12, 2002 by franchisees claiming breach of contract, misrepresentation and breach of good faith. The Crandall’s claimed that Mr. Vokey sold them a restaurant approximately one half mile from another restaurant they own, approved the relocation of the new restaurant and then failed to negotiate a lease for a new location. The Crandall’s believed they would be relocating the restaurant and did not renew its sublease, leaving them without a location to operate their franchise. The Crandall’s sought general damages, special damages, prejudgment interest and costs. On April 7, 2005 Crandalls and defendants reached a settlement in which the arbitration was dismissed, Crandalls released defendants, and defendants agreed to buy all the assets of the Crandall’s Subway® restaurant business, for $550,000 (CDN) payable upon the demolition of the old building it was housed in and completion of a new location.

40) Sandra and Raymond Bickel, Plaintiffs v. Subway Sandwich Shops, Inc., Leonard H. Axelrod, Frederick DeLuca, Peter Buck, Doctor’s Associates Inc. (DAI), Subway Development of Chicagoland, Inc., Phil Mesi, Defendants, (Illinois Circuit Court, Third Judicial Circuit, Madison County, Case No. 94-L-1428). This action was filed on December 16, 1994, by former franchisees who sold their franchises in 1990, claiming the Defendants, as the franchisor and its local Development Agent, committed fraud, misrepresentation of facts, breach of contract and willful breach of contract. They claimed DAI’s Offering Circular, Franchise Agreement and advertising materials made untrue statements of facts, misrepresentations, and had material omissions which induced them to purchase a franchise. The Bickels claimed that DAI’s affiliate was a shell corporation and the alter ego of DAI. They also claimed that the Defendants were in violation of their lease agreement with their landlord, who was also in litigation with DAI [see item 3a(8)]. They claimed that DAI violated radius restrictions that caused them economic damages. The Bickels also claimed that the arbitration clause in their former franchise agreement and mutual releases signed by them when they sold their stores were unenforceable and were asking the court to make a Declaratory Judgment to rule on their validity. They were seeking $40,000,000 in exemplary damages and $600,000 in actual damages and a trial by jury. The Defendants filed a Demand for Arbitration on January 19, 1995 (American Arbitration Association, Hartford, CT, No. 12 114 0002095). DAI, Plaintiff v. Sandra Bickel and Raymond Bickel, Defendants (U.S. District Court, District of Connecticut, Case No. 395 CV 00120). The arbitration was held in April 2003, and the Arbitrator rendered his award on May 20, 2003. The Arbitrator awarded the Bickels $46,440 in actual damages, and no punitive damages, which has been paid by DAI. The Bickels sought to vacate the award, and set aside the injunction in place during the arbitration preventing them from pursuing other parties in the Illinois lawsuit. On November 17, 2003, the U.S. District Court confirmed the award, and lifted the injunction. Subway Development of Chicagoland, Inc. appealed the lifting of the injunction and continued the appeal of a default judgment rendered against them in 1995 to the Illinois Court of Appeals for the Fifth Judicial District. On December 15, 2004, the default judgment was upheld, but the amount of the award was vacated in its entirety, and remanded to the Madison County Illinois court for a hearing on damages. On July 26, 2005, the remaining parties and Mr. Bickel reached a settlement by which Defendants paid Mr. Bickel $595,000, neither party admitted any liability, the parties agreed not to refile any arbitration or litigation against each other related to this case, the parties exchanged mutual releases and executed a dismissal. On September 28, 2005 a post judgment motion was denied which was originally filed by plaintiffs counsel asking to dismiss the case with prejudice.

41) Ashok Kothari, Plaintiff v. Doctor’s Associates Inc. d/b/a SUBWAY®, Defendant (Superior Court, Department of the Trial Court, Commonwealth of Massachusetts, Case No. 2002-03741) This complaint was filed by a 17 franchisee claiming breach of contract, violation of Massachusetts General Laws Chapter 93A Section 11 because of intentional breach of faith, and unjust enrichment. Mr. Kothari claimed that the Defendant refused to conduct a site review to determine the impact of opening 2 new restaurants near his existing restaurant. He sought a temporary injunction preventing the Defendant from opening any restaurants within a three mile radius of his restaurant, compensatory damages, punitive and or multiple damages, attorney’s fees, interest and costs. On September 5, 2002 DAI moved the case to the U.S. District Court for the District of Massachusetts (Case No.02-11816 LPC). On January 9, 2003, the court granted DAI’s motion to stay the case pending mediation and arbitration. On January 25, 2006, Mr. Kothari and DAI entered into a settlement pursuant to mediation by which DAI purchased Mr. Kothari’s franchise and store for $175,000, and mutual releases were exchanged.

42) Gerald Hadelman, Robert Dowell and Dennis Rottinghaus, Plaintiffs v. Fred DeLuca, Subway Franchisee Advertising Trust (SFAFT), Cindy Eadie, Ken Adams, John Giorgi, Jim Hanson, Terry Hughes, Mary Lou Mayfield, Joe Hart, Dan O’Bresky, Mark Roden, Rick Sender, Brian Conneran, Bill Humphries and Todd Van Nispen, Defendants (Superior Court, Judicial District of Ansonia/Milford, Milford, Connecticut, No. CV 97- 0060279-S). In October, 1997, Doctor’s Associates Inc. was advised of this complaint filed by franchisees claiming breach of fiduciary duty and obligation of good faith and fair dealing, violation of section 42-110b of the Connecticut Unfair Trade Practices Act and contractual interference with regard to the elections being held for the SFAFT board. The Plaintiffs are sought declaratory and injunctive relief, interest, costs and expenses, attorney’s fees, and exemplary damages in an unspecified amount. On January 14, 1998 the parties agreed to arbitrate their claims before the American Arbitration Association, matter number 12 114 00010 98. On February 4, 1998 the plaintiff Gerald Hadelman withdrew from the action. On May 7, 1999 the Claimants in the arbitration action withdrew their claims asserted against SFAFT with DAI remaining as Respondent. On November 20, 2001, the arbitrators issued their final award, concluding that Mr. DeLuca, on behalf of DAI, improperly interfered with the election, and that DAI tortiously interfered with the franchisees’ right to seek election, and therefore violated the Connecticut Unfair Trade Practices Act. The panel awarded the plaintiffs unpaid expenses they had from the election, punitive damages totaling $300,000, attorney’s fees and costs totaling $150,000, and ordered DAI to reimburse plaintiff’s AAA fees and arbitrator compensation totaling $107,961. DAI moved in the Connecticut Superior Court to vacate the award. On June 12, 2003, the Connecticut Superior Court denied the motion to Vacate the Award, and confirmed it. DAI appealed to the Connecticut Supreme Court. On July 12, 2005, the Connecticut Supreme Court upheld the arbitrators’ award totaling $450,000, which was paid on November 11, 2005. On August 10, 2005, Plaintiffs made a motion for costs and attorneys fees in the amounts of $1964.19 and $304, 262 respectively. On or about March 30, 2006 DAI satisfied all claims and judgments by paying $167,500 to Plaintiffs.

43) Michael J. LaSalla and Subway Development of Tampa Bay, Inc., Claimants v. Doctor’s Associates Inc. (DAI), Respondent (American Arbitration Association, Hartford, Connecticut). On June 15, 1998 this arbitration was filed by a Development Agent of DAI. The Claimants alleged breaches of contract for the Respondents’ alleged failure to pay monies owed his development agency as bonuses for the development of SUBWAY® franchises, and for allegedly charging and deducting unauthorized expenditures and extra-contractual charges from his account, constituting unfair and deceptive trade practices in violation of Connecticut General Statute Section 42-110(a). Claimants sought declarations ordering DAI to pay contractual bonuses, not deduct charges not authorized by the contract and damages of $124,400. On June 16, 2000 the arbitrators filed their award. The Claimant’s demand for a declaratory judgment compelling DAI to apply the bonus and penalty clause of the Development Agent Agreement (“DAA”) was denied. The arbitrators let stand DAI’s previous agreement which pays the Claimant $1,450 per month for the remaining term of the DAA. The arbitrators ruled that DAI could not deduct payments due to the Claimant for lease settlement, rent to landlords or settlement of franchisee or third party claims, or amounts owed by franchisees to DAI. The arbitrators further granted that an accounting of payments made to DAI by the Marriott Corporation be made to the Claimant, and that payment of his allocation, if any, be made. Deductions for fees and other items in the amount of $17,928.94 were to be repaid by DAI. The Claimant’s demand that the modifier should be raised was granted and DAI was ordered to pay the discrepancy of $13,458.83 to the Claimant. All other claims and relief were denied. On July 12, 2000, the Claimant filed an action in the Superior Court, State of Connecticut, entitled Michael J. LaSalla v. Doctor’s Associates Inc. The action sought to vacate the portions of the arbitrator’s award which upheld DAI’s $1,450 monthly payments to the Claimant and denied a claim for back bonuses, denied the Claimant’s demand for declaratory judgment that DAI was not authorized to make certain deductions for legal fees by any affiliate of DAI or any amounts incurred by DAI as an assignee of a sublease except rents or settlements which include payments in lieu of rent, and denied the monetary awards sought for the denied claims. On June 7, 2002 the Superior Court denied Claimants claims and confirmed the arbitration award. On November 19, 2002, Claimant filed an arbitration with the American Dispute Resolution Center in Hartford, Connecticut, titled Michael LaSalla, Claimant and Doctor’s Associates, Inc., Respondent, Case no. 26-13-02. Claimant sought an award applying the adjusted modifier to his payments retroactively. On May 11, 2004, the arbitrators rendered their award. They held that the adjusted modifier should be retroactively applied in LaSalla’s territory, and removed eleven 18 stores that had closed and later reopened from the modifier calculation. As a result, the arbitrators awarded LaSalla the sum of $1,096,011 in underpayments and $608,434 in interest. On June 10, 2004 DAI made a Cross Application to Vacate the Arbitration Award in LaSalla v. Doctor’s Associates Inc. (Superior Court of Connecticut, Milford/Ansonia Case No. CV-04-0085503-S). On January 6, 2005, the Superior Court granted LaSalla’s motion to confirm the award and denied DAI’s cross application to vacate the award, which was upheld on appeal. The award and interest in the amount of $2,387,314.70 was paid in September 2006.

44) Subway Real Estate Corp., Appellant v. Director of Taxation, Appellee (Tax Appeal Court, State of Hawaii, Appeal No. 99-0145) This matter was an appeal by SREC of the Hawaii general excise tax (“GET”) assessment issued by the State of Hawaii Department of Taxation for the year 1992. On November 27, 2001, SREC’s Motion for Summary Judgment was denied. On February 28, 2006 The Supreme Court of the State of Hawaii upheld the Director of Taxation’s assessment of the GET against SREC. The case was remanded to the Tax Appeal Court for determination of tax liability. On November 6, 2006 the parties agreed to a settlement by which SREC, on behalf itself and its affiliates, agreed to pay the Department of Taxation $362,548 in settlement of all claims. SREC agreed pay taxes on its subleasing activities going forward, and the agreement was not deemed an admission of the merits of the legal or factual issues involved in the case by either party.

45) Roy W. Pelletier, Claimant v. Doctor’s Associates, Inc. Respondent (American Arbitration Association). On March 2, 2007 a franchisee brought this claim alleging that DAI committed unfair or deceptive trade practices under Connecticut Gen. Stat. § 42-110b by its conduct of a sales audit of Claimant’s franchise. Claimant alleged the audit and DAI’s actions in conducting it caused injury to him and were recklessly indifferent, intentional and wanton and/or malicious in nature. Claimant sought an order stopping DAI from taking money from Claimant in connection with the audit, money damages and punitive damages in an unspecified amount, and attorneys’ fees and costs. On August 3, 2007, the parties entered into a settlement agreement whereby the Claimant withdrew his claim against the Respondent and was granted a new franchise and that neither side would be responsible for costs or attorney’s fees.

46) Richard Mollison Alborn, Alborn Family Corporation Pty Ltd ACN 808 955 595, Plugmates (AUS) Pty Ltd ACN 080 955 577 (formerly Rick Alborn & Associates Pty Ltd), Subway Brisbane South Pty Ltd ACN 079 977 932, Shaykar Pty Ltd ACN 076 868 552, Plaintiffs v. Subway Systems Australia Pty Ltd ACN 009 277 034 and Doctor’s Associates Inc, Defendants (Supreme Court of Queensland, Brisbane Registry, Number 10121 of 2002) This claim was filed by a franchisee of Subway Systems Australia Pty Ltd, (SSA) DAI’s affiliate in Australia, claiming deceit, misleading and deceptive conduct, and negligence. Mr. Alborn claims that Michael Thorpe, a former Development Agent for SSA, and John Brice, a purported investor of Thorpe’s, made misrepresentations on behalf of the Defendants inducing the plaintiffs to invest money in their company, Subway Development of Queensland Pty Ltd, as well as to purchase 7 existing franchises and 3 new franchises. Plaintiffs sought aggravated, exemplary and punitive damages, interest, costs and trial by jury. On October 25, 2007, the parties settled the case whereby the Defendants paid $1,500,000 in full and final satisfaction of all claims and costs.

47) Wesam S. and Linda Youmaran, Plaintiffs v. Doctor’s Associates Inc. (DAI), Franchise World Headquarters, Inc., Frederick A. DeLuca, Peter Buck, Subway Restaurants, Inc. (DE), Subway Sandwich Shops, Inc., Subway Sandwiches and Salads, Inc., Subway Management, Inc., Subway Real Estate Corp., Inc., Subway Leasing Corporation, Inc., Subway East, Inc., Subway South, Inc., Subway West, Inc., Subway Central, Inc., Subway Systems, Inc., Subway Development, Inc., Subway Restaurants, Inc. (CT) and Subway Sandwiches, Inc., Subway Development of America, Inc., Defendants (Circuit Court, Third Judicial Circuit of Madison County, Illinois, Case No.93-L-1296); Jose Alberto Brenes, Plaintiff v. DAI, Franchise World Headquarters, Inc., Frederick A. DeLuca, Peter Buck, Subway Restaurants, Inc. (DE), Subway Sandwich Shops, Inc., Subway Sandwiches and Salads, Inc., Subway Management, Inc., Subway Real Estate Corp., Inc., Subway Leasing Corporation, Inc., Subway East, Inc., Subway South, Inc., Subway West, Inc., Subway Central, Inc., Subway Systems, Inc., Subway Development, Inc., Subway Restaurants, Inc. (CT) and Subway Sandwiches, Inc., Subway Development of America, Inc., Defendants (Circuit Court, Third Judicial Circuit of Madison County, Illinois, Case No. 93-L-1297); Alvaro Guerero and Maria Guerero, Plaintiffs v. DAI, Franchise World Headquarters, Inc., Frederick A. DeLuca, Peter Buck, Subway Restaurants, Inc. (DE), Subway Sandwich Shops, Inc., Subway Sandwiches and Salads, Inc., Subway Management, Inc., Subway Real Estate Corp., Inc., Subway Leasing Corporation, Inc., Subway East, Inc., Subway South, Inc., Subway West, Inc., Subway Central, Inc., Subway Systems, Inc., Subway Development, Inc., Subway Restaurants, Inc. (CT) and Subway Sandwiches, Inc., Subway Development of America, Inc., Defendants (Circuit Court, Third Judicial Circuit of Madison County, Illinois, Case No. 93-L-1295); Louis Loenneke and Mary Ann Bookout, Plaintiffs v. DAI, Franchise World Headquarters, Inc., Frederick A. DeLuca, Peter Buck, Subway Restaurants, Inc. (DE), Subway Sandwich Shops, Inc., Subway Sandwiches and Salads, Inc., Subway Management, Inc., Subway Real Estate Corp., Inc., Subway Leasing Corporation, Inc., Subway East, Inc., Subway South, Inc., Subway West, Inc., Subway Central, Inc., Subway Systems, Inc., Subway Development, Inc., Subway Restaurants, Inc. (CT) and 19

Subway Sandwiches, Inc., Subway Development of America, Inc., Defendants (Circuit Court, Third Judicial Circuit of Madison County, Illinois, Case No. 93-L-1294); Julie Shino, Albert Yonan, Jr., Johnson Shino, Albert Yonan and Leylah Yonan, Plaintiffs v. DAI, Franchise World Headquarters, Inc., Frederick A. DeLuca, Peter Buck, Subway Restaurants, Inc. (DE), Subway Sandwich Shops, Inc., Subway Sandwiches and Salads, Inc., Subway Management, Inc., Subway Real Estate Corp., Inc., Subway Leasing Corporation, Inc., Subway East, Inc., Subway South, Inc., Subway West, Inc., Subway Central, Inc., Subway Systems, Inc., Subway Development, Inc., Subway Restaurants, Inc. (CT) and Subway Sandwiches, Inc., Subway Development of America, Inc., Defendants (Circuit Court, Third Judicial Circuit of Madison County, Illinois, Case No. 93-L-1293). On December 22, 1993, the above actions were filed by current and former franchisees, who claimed DAI and its affiliates committed common law fraud, breach of contract, breach of covenant of good faith and fair dealing, violation of the Illinois Franchise Disclosure Act, violation of the Lanham Act, 15 USC 1125, and violation of the Illinois Consumer Fraud and Deceptive Practices Act because the leasing corporations are shell corporations and alter egos of DAI. They also claimed that the Defendants committed fraud, made untrue statements, omitted material facts and made misrepresentations of fact in the advertising materials, offering circular and Franchise Agreement. In the Youmaran action, the Plaintiffs also claimed that an unlawful forcible entry and detainer action was filed due to a dispute over funds and in the Shino action, that they were threatened with eviction. The Plaintiffs sought, for each count, in each action, actual damages in an amount in excess of $15,000, attorney fees, costs, exemplary damages in excess of $20,000,000 and a trial by jury. On January 14, 1994 the Plaintiffs amended their complaints to include Philip Mesi and Subway Development Corporation of Chicagoland as additional Defendants. On March 31, 1994, DAI filed separate actions in the U.S. District Court for Connecticut to compel arbitration in Connecticut pursuant to the Franchise Agreement: DAI, Plaintiff v. Wesam and Linda Youmaran, Defendants, (Case No. 394 CV 00515), DAI, Plaintiff v. Jose Brenes, Defendant, (Case No. 394 CV 00511), DAI, Plaintiff v. Alvaro Guerrero, Defendant, (Case No. 394 CV 00514), DAI, Plaintiff v. Louis Loenneke and Mary Ann Bookout, (Case No. 394 CV 00517), DAI, Plaintiff v. Julie Shino, Albert Yonan, Jr., Johnson Shino and Lelah Yonan, Defendants, (Case No. 394 CV 00516). On November 10, 1994, the U.S. District Court ruled that the arbitration clause is enforceable and granted Defendant’s Petition to arbitrate its claims under the Franchise Agreement. On December 9, 1994, a Permanent Injunction was granted by the U.S. District Court to prevent further proceedings in any state court actions. On May 5, 1997 the U.S. Court of Appeals affirmed the District Court’s February 24, 1997 ruling. In April, 1997 the franchisees Julie Shino, Albert Yonan, Jr., Albert Yonan, Sr., Johnson Shino and Laylah Yonan settled their claims with the franchisor under an agreement to purchase their existing franchises for a total of $236,100 while the franchisees paid to the franchisor $146,210 to cure rent defaults, closings costs and royalty and advertising defaults. Both the State Court action filed in Madison County, Illinois, Case No. 93-L-1293 and the U.S. District Court action, Case No. 394 CV 00516 were dismissed on April 23, 1997 and the parties agreed to dismiss their arbitration action. Linda and Wesam Youmaran and Defendants exchanged mutual releases in October of 2001 and dismissed their claims in April of 2002. No monies were paid by either party to the other. Louis Loenneke and Mary Ann Bookout and Defendants exchanged mutual releases in November of 2002. No monies were paid by either party to the other. On June 23, 2003, DAI and Jose Alberto Brenes settled all claims. No liability was admitted to, DAI paid Brenes $20,000, and mutual releases were exchanged. In February 2008 all the Madison County Illinois cases were dismissed for dormancy.

48) William Hargett, Mary Hargett, Rodrigo Gonzalez, Maria Gonzalez, Ed Madgett, Pam Madgett, Jim Venetos, Kalliopi Venetos, George Venetos, Michael Aram, Mehran Roghany, Trey Bennett, Loralie Bennett, Kamaljit S. Brah, Navdeep Kamar Chopra, Rohini Chopra, George Cooksey, Jane Cooksey, Robert Hoder, Jacquelyn Hoder, Preet Kiran Johal, Chris Liu, Sandra Liu, Bill McCusker, Sr., Marie McCusker, Sam Mercieca, Maryann Mercieca, Than Myers, Raymond Montclar, Ashok Patel, Rita Patel, Sudarshan Sharma, Neelam Sharma, Iftikhar Sheikh, Naushin Sheikh, William Holland, Richard Bellon, William O’Brien and Constance O’Brien, and Sharlene Jabush, and all other Subway franchisees, past or present, similarly situated, Plaintiffs v. Doctor’s Associates Inc., Frederick DeLuca and Peter H. Buck, Defendants (Circuit Court for the Third Judicial Circuit, Madison County, Illinois, Case No. 98L410). On July 1, 1998 the State of Illinois notified DAI that a complaint had been filed by current and former franchisees claiming fraudulent representations and concealment, violation of the Illinois Franchise Disclosure Act, and the arbitration clauses are void and unenforceable. They claimed that the leasing companies owned and employed by the Defendants were alter egos of the Defendants and that misrepresentations were made regarding site selection procedures, lease and sublease arrangements, audits, Development Agent duties, the national sales campaign and the franchisee advertising fund in the offering circular and franchise agreement. The Plaintiffs sought $1,495,000 in actual damages, court costs and a judgment declaring the arbitration clauses void and unenforceable. On June 29, 1998, Plaintiffs Rodrigo Gonzalez, Maria Gonzalez, Ed Madgett, Pam Madgett, Jim Venetos, Kalliopi Venetos, George Venetos, Michael Aram, Mehran Roghany, Trey Bennett, Kamaljit S. Brah, Navdeep Kamar Chopra, Rohini Chopra, George Cooksey, Jane Cooksey, Robert Hoder, Jacquelyn Hoder, Preet Kiran Johal, Chris Liu, Bill McCusker, Sr., Marie McCusker, Sam Mercieca, Maryann Mercieca, Than Myers, Raymond Montclar, Ashok Patel, Rita Patel, Sudarshan Sharma, Neelam Sharma, Iftikhar Sheikh, Naushin Sheikh, William Holland, William O’Brien, Constance O’Brien, and Sharlene Jabush dismissed their complaint without 20 prejudice. On August 26, 1999 DAI filed Petitions to Compel Arbitration against all remaining plaintiffs, which were consolidated by the U.S. District Court for the District of Connecticut as Doctor’s Associates Inc. v. Sayed Qasim, Case No. 3:99CV01653 (PCD). On October 8, 1999 the remaining plaintiffs filed their First Amended Complaint. The plaintiffs added claims for malicious prosecution and abuse of process. The amounts sought were amended to in excess of $110,000 actual damages and in excess of $100,000 punitive damages per class plaintiff, including named plaintiffs, and additionally in excess of $50,000 actual damages and in excess of $2,000,000 punitive damages for the plaintiffs now named in the suit. On October 28, 1999 the U.S. District Court for the District of Connecticut granted DAI’s Petitions to Compel, and stayed the state court proceedings. On January 16, 2002, the franchisees Than Myers and Raymond Montclar settled their claims against the franchisor. The parties exchanged Mutual Releases and DAI paid no money to either party. In February of 2008, the Madison County, Illinois Court dismissed all claims for dormancy.

49) Bueno Conato, LLC, Plaintiff v. Bajio, LLC, Defendant (American Arbitration Association (AAA) in Fresno, CA, Case No. 77 114 Y 00254 06 JME, filed on July 17, 2006.) This demand for arbitration was filed by a BAJIO® Area Developer and franchisee alleging Breach of Contract and Breach of Duty of Good Faith. Claimant asserted Bajio, LLC failed to deliver executable franchise agreements for the Claimant’s second and third stores, had actively sought to solicit sales for BAJIO® franchises in areas controlled exclusively by the Claimant under an Area Development Agreement with Bajio, LLC, and had threatened to impose an unreasonable and oppressive Development Schedule upon the Claimant in an attempt to divest the Claimant of their rights to develop restaurants in their exclusive areas. Claimant sought $1.0 million dollars, an adjustment to their development schedule contained in their Area Development Agreement and an order prohibiting Bajio, LLC from selling or attempting to sell BAJIO® franchises in their exclusive areas. On February 22, 2007, Claimant amended their Demand for Arbitration by adding new parties and claims in Bueno Conato, LLC, Claimant v. Doctor’s Associates Inc.; Bajio, LLC; Bajio National, LLC; Bajio Franchising, LLC; Bajio Royalties, LLC; Obregon, LLC; Jason Stowe, Dave Tuomisto and Logan Hunter, Respondents (American Arbitration Association (AAA) in Fresno, CA, Case No. 77 114 Y 00254 06 JME). They then claimed Breach of Contract, Promissory Estoppel, Breach of the Duty of Good Faith and Fair Dealing, Assumpsit and Unjust Enrichment, Tortious Interference with Contract, Tortious Interference with Prospective Economic Relations, Violation of Deceptive Trade Practices Act, Violation of the Utah Consumer Sales Practices Act, Fraud, Fraudulent Inducement, Conspiracy, Aiding and Abetting, Alter Ego and Declaratory Relief. Claimant sought actual damages, profits and revenues obtained by Respondents, reimbursement of expenses, exemplary and punitive damages, attorneys’ fees and interest. On July 17, 2008, Respondent’s received notice of the arbitrator’s award in which all of the Claimant’s claims were denied and the Respondents were awarded their attorney’s fees, expenses, and costs in the amount of $844,225.

50) On May 23, 2005, DAI was served in a case entitled Jeanine Sala v. Starbucks Corporation d/b/a Starbucks, et al, (United States District Court for the Middle District of Florida, Case No. 8:05-CV-00829-JSM-EAJ), and on June 3, 2005 DAI was served in a case entitled Jeanine Sala v. Starbucks Corporation d/b/a Starbucks, et al, (Circuit Court of the Thirteenth Judicial District, State of Florida, In and For Hillsborough County, Case No. 05-04407). These cases were brought against DAI and more than fifty other restaurant chains by a consumer who alleges she was illegally charged sales tax on her purchase of bottled water from the defendants. She sought class action status on behalf of herself and other persons similarly situated in both suits. The suits both claimed breach of contract, unjust enrichment, money had and received, violation of the Florida Deceptive Trade Practices Act, unfair business practices, a declaratory judgment declaring defendants charging of sales tax is unlawful and an injunction forbidding defendants from charging such tax in the future. The suits sought class certification; unspecified actual damages; injunctions prohibiting the sales tax being unlawfully charged; pre and post-judgment interest, and attorneys’ fees and costs. On October 31, 2007, both cases were settled without DAI paying any damages and agreeing to provide information requested.

51) Candra Kennedy et al., Plaintiff v. Doctor’s Associates Inc. and Tin Trung Ma, Defendant (U.S. District Court for the Eastern District of Pennsylvania Case No. 07-1504) On April 13, 2007, the Defendants were served in the above case brought by an alleged customer of a SUBWAY® franchise in Philadelphia, Pennsylvania. Plaintiff alleged that he received a receipt for his transaction which was in violation of the Fair and Accurate Credit Transaction Act (“FACTA”) in that the alleged receipt had the credit card account’s last four digits and the expiration date printed on it. Plaintiff alleged that the Defendants willfully violated FACTA by issuing receipts with the expiration date and the last four digits of a credit car holder’s account number and further that Plaintiff should be a class representative on behalf of all customers who received receipts in violation of FACTA at SUBWAY® restaurants. Plaintiff sought an order appointing himself as the class representative, and that his counsel represents the class, an award of statutory damages between $100 and $1000 per class member, payment of costs and fees under FACTA, an order enjoining the Defendants from continuing to violate FACTA and any such other relief as

21 may be necessary, just and proper. On February 1, 2008, the parties settled all claims. DAI paid the Plaintiff $15,000 and Ma paid the Plaintiff $10,000 in satisfaction of all claims and the case was dismissed with prejudice.

52) On June 17, 2004, Douglas G. Jaffe filed a counter-claim in response to the arbitration Doctor’s Associates Inc., Claimant v. Douglas G. Jaffe, Respondent (American Dispute Resolution Center, No. 26-133-04, filed on June 7, 2004). Respondent denied that he breached his franchise agreement or that Claimant has the right to terminate his franchise. Respondent believed that the Claimant breached the franchise agreement by opening additional franchises in his area and increasing his contributions to the SUBWAY Franchisee Advertising Fund Trust by 1% without the required approval of at least 75% of the existing franchises units. Respondent sought damages in excess of $500,000, a declaration that Claimant cannot open any additional franchises in his area or continue to charge the additional 1% for the SUBWAY Franchisee Advertising Fund Trust and all other relief deemed appropriate. On February 8, 2008, the case was settled whereby Jaffe agreed to bring his current franchise into compliance with the Subway® Operations Manual no later than April 15, 2008 in exchange for permission to open a new Subway® store in Norvelt, PA. DAI agreed to provide equipment, fixtures and décor in an amount not to exceed $125,000. Jaffe agreed to release all claims against DAI and the Development Agent

53) Amin Vakil and Motibanoo A. Vakil, Plaintiffs v. Doctor’s Associates Inc., OHCAL Foods, Inc., Ruth Sender, American Arbitration Association, Inc., and Does 1 through 10, inclusive, Defendants (Superior Court of the State of California, Los Angeles County, Case No. BC51632) Franchisees filed this complaint on June 4, 2001 in response to an arbitration filed by DAI with the American Arbitration Association (AAA 12E 1140002301). The Plaintiffs claimed breach of contract, unfair business practices, interference with contractual relations, common law unfair competition, and conspiracy. The Plaintiffs also claimed that the arbitration provision of the franchise agreement is unenforceable under the California Business and Professions Code, Section 20040.5. The Plaintiffs sought a declaration invalidating the arbitration provision, an order restraining DAI and AAA from pursuing the Connecticut arbitration, a declaration that there are no grounds for the termination of Plaintiff’s franchises, an order compelling DAI to arbitrate all disputes and claims with Plaintiff in California, compensatory and punitive damages to be determined at trial, and costs. On June 11, 2001, DAI filed a Petition to Compel Arbitration in the United States District Court for the District of Connecticut (No. 3:01CV1078(PCD)) which was granted on August 28, 2001. On February 4, 2003, Plaintiffs amended their arbitration claims by requesting an injunction to keep DAI from locating an additional Subway® restaurant in their vicinity, and added a claim for fraud regarding that store’s placement. On January 14, 2005, DAI amended its arbitration demand to seek termination of Plaintiff’s franchise agreement for failure to remodel the restaurant. This matter was transferred to an arbitration before ADR Services, Inc. in Los Angeles California. On May 16, 2005, Plaintiffs amended their arbitration claims in Amin Vakil and Motibanoo A. Vakil Claimants v. Doctor’s Associates Inc., Ohcal Foods, Inc., Ruth Sender Rick Sender, Double R Double S, Inc. and Does 1through 10 Respondents. They sought declaratory relief on the validity of DAI’s termination of Plaintiff’s franchise agreements; an injunction to keep DAI from allowing franchisees at a certain location near Plaintiff’s store from opening; they further alleged breach of the covenant of good faith and fair dealing, fraud, unfair business practices and conspiracy to commit unfair business practices, and unfair competition and conspiracy to commit unfair business competition against Respondents. They claimed that the Respondents (except DAI) misappropriated school lunch accounts for their own unjust enrichment, and harassed them by unreasonable inspections; committed acts of unfair competition and unfair business practices; that DAI committed fraud and breach of contract by attempting to terminate them, open stores nearby and authorizing competing franchises. On June 2, 2008, the parties agreed to settle the above case and DAI bought the Vakils’ two franchises for $825,000. The Vakils released all Defendants from any and all claims against them.

54) In the Matter of the Arbitration Between Doctor’s Associates Inc., Petitioner v. Sushma Jotwani, Respondent (Supreme Court of the State of New York, County of Nassau, No. 08-007494) On April 23, 2008, the Respondent filed a Petition to Vacate and Set Aside Arbitration Award and to Stay Enforcement seeking to prevent the Petitioner from enforcing an Arbitration Award terminating the Respondent’s Franchise Agreement. The Respondent alleged that the award was procured by corruption, fraud or misconduct, that she was prejudiced by the partiality of the arbitrator and that the arbitrator exceeded his power. The Respondent sought the vacation of the Arbitration Award terminating her Franchise Agreement. On July 29, 2008, the parties entered into a settlement agreement whereby Jotwani agreed to withdraw her Petition to Vacate and agreed to pay DAI the fees and costs of the Arbitration and agreed to bring her store into compliance with the Subway® Operations Manual.

55) Toho Co., LTD, Plaintiff v. Doctor’s Associates Inc. d/b/a Subway; Subway Franchisee Advertising Fund Trust (SFAFT); McCarthy Mambino Bertino, LLC d/b/a MMB, Defendants (U.S. District Court for the Central District of California, Case No. CV08-02511GPS). This complaint was filed on April 16, 2008 by Plaintiff claiming violation of the Lanham Act; federal trademark dilution; state trademark dilution, common law unfair competition; unjust enrichment; and copyright infringement along with a demand for trial by jury. The Plaintiff claimed Defendants 22 intentionally used Plaintiff’s fictional character “Godzilla” inappropriately and without authorization in their national television commercials. They claimed that Defendants created the commercial intending to copy the “Godzilla” character for its own commercial advantage. Plaintiff sought injunctive relief, compensatory damages, and disgorgement of all profits Defendants have gained from the infringement. On August 1, 2008, the parties settled the case whereby the Defendants agreed to pay the Plaintiffs $400,000 paid by Defendants SFAFT and MMB.

56) Dayana Freier on behalf of Micah Weishaar, Alexa Weishsaar, Madison Weishaar and Logan Weishaar, Plaintiff v. Doctor’s Associates Inc. d/b/a Subway, Defendant (United States District Court for the District of Wyoming Case No. 08-CV-48-B) On February 20, 2008 the Plaintiffs filed the above case in U.S. District Court alleging discrimination based upon a violation of the Americans with Disabilities Act arising from the alleged refusal of a Wyoming franchisee to allow a service animal inside his SUBWAY® restaurant. The Plaintiffs sought a declaratory judgment that the Defendant is in violation of the Americans with Disabilities Act, injunctive relief requiring the Defendant to make reasonable modifications in policies, practices or procedures, punitive damages in the amount of $3,500,000, attorney’s fees, costs and litigation expenses, and other such relief as the court deems just and proper or is allowed under the Americans with Disabilities Act. On April 17, 2008 the Plaintiff’s amended their complaint to add franchisee Patrick Wagner and an employee at the store Robin Reese as additional Defendants. On October 8, 2008 the case was dismissed with Defendant Wagner agreeing to reimburse the Plaintiff $825 for costs incurred in this matter.

57) 9098-8338 Quebec Inc., Demanderesse contre Restaurants Subway Quebec Ltee. Defenderesse (La Cour Superieure, Province de Quebec, District de Montreal, Chambre Civile No.500-17-005781-058). On May 17, 2005 the above case was filed by a company owned by a franchisee against the company owned by a Development Agent of Subway Franchise Systems of Canada, Ltd. The case alleged that the Development Agent has not performed a contract to purchase the assets of franchisee’s Subway® restaurant in Quebec. The suit sought the enforcement of the contract, $75,000 in damages, interest, costs and fees under article 1619 of the Quebec Civil Code. On October 25, 2008, the parties entered into a settlement agreement whereby the Defendant Development Agent agreed to pay the Plaintiff $18,500 as a full and final settlement of the claim.

58) Terri S. Dryden and James E. Dryden, Claimants v. Doctor’s Associates Inc., Respondents. On January 11, 2008, DAI was notified that a Demand for Arbitration was to be filed by the Claimants alleging that DAI is vicariously liable for a Development Agent alleged tortious interference with the sale of the Claimants franchises, that DAI is liable for defamatory statements made by the Development Agent, and violation of Connecticut Unfair Trade Practices Act. The Claimants sought unspecified compensatory and punitive damages, attorney fees and costs and a declaratory judgment seeking non-compensatory damages for reckless and intentional torts. On October 28, 2008, the Arbitrator found in favor of the Claimants on their claims for tortious interference with business expectancies, violation of the Connecticut Unfair Trade Practices Act and their request for a declaratory judgment seeking non-compensatory damages for reckless and intentional torts. The Arbitrator awarded the Claimants $500,000 in compensatory damage, $49,742.50 for attorney fees and $16,346.43 for cost and denied the Claimants’ request for punitive damages which was paid on January 9, 2009.

59) People of the State of California v. Doctor’s Associates Inc., a Florida Corporation, dba Subway Restaurants and Subway Franchisee Advertising Fund Trust, a Connecticut Common Law Trust (Superior Court of California County of Marin, Case No. C/V 086219) On December 19, 2008, the District Attorneys for the Counties of Marin, Sonoma, and Santa Cruz filed a Complaint for Civil Penalties and Equitable Relief against the defendants alleging violations of California Business and Professions Code Section 17500 for Misleading Statements and Section 17200 for Unlawful Business Practices. The Plaintiffs sought a permanent injunction enjoining the Defendants from engaging in either of the alleged practices, a civil penalty of $2,500 for each deceptive statement, a civil penalty of $2,500 for each unlawful business act or practice, reasonable restitution for Defendants’ alleged deceptive advertising and unlawful business practice. On December 19, 2008, the parties also agreed to a settlement whereby the Defendants were enjoined from making any false or misleading statements regarding the price of items offered for sale, making any advertising statements to the public that are inconsistent with menu boards and advertising materials provided by SFAFT and DAI to Subway restaurants, making any offers, promotions, advertisement or offering a product or combination of products for sale when such offer is inconsistent with the technical ability of the POS software licensed to each franchisee. DAI agreed to direct their Development Agents to inspect each Subway restaurant in California no less than once every six months for the following three years to verify that the prices charged by the franchisee are in accordance with posted prices advertised, to verify that no advertisement is inconsistent with the offer set forth in the Subway menu, and to verify that no advertisement is inconsistent with Subway promotional advertising materials posted by the franchisee unless the franchisee declines to participate in the promotion and does not post any of the of the Subway advertising materials. DAI also agreed to establish and 23 display a toll-free telephone number for consumer price accuracy complaints. The Defendants agreed to pay $75,000 for investigative costs, $285,000 in civil penalties, and distribute 142,500 Subway gift cards of a value of $2.00 to California consumers. All payments were made by Defendant SFAFT.

60) Fouad E. Hazboun, Mohammed Alkiradsi and Subway of Wilson, Inc. Plaintiffs v. Doctor’s Associates Inc., Defendant (General Court of Justice, Superior Court Nash County, North Carolina Case No. 07-CVS-1635) On August 31, 2007, DAI was served in the above case seeking to vacate a prior arbitration award against the Plaintiff, seeking arbitration to force DAI into accepting a prospective transferee and claiming that DAI has breached a prior settlement agreement. The Plaintiff’s are seeking the vacation of a prior arbitration award, compensatory and punitive damages in excess of $10,000. On February 25, 2008, the arbitration award was vacated and the parties were order to arbitrate all issues in Nash County, North Carolina. On January 13, 2009, the parties settled the case whereby the Plaintiffs were permitted to sell their two remaining franchises to a buyer of their choice and the new buyer agreed to remodel both of the franchises within nine months.

61) Jeff Hanlon, et al. Plaintiff v. Doctor’s Associates Inc. d/b/a Subway and Does 1 through 10, inclusive, Defendants (U.S. District Court for the Western District of Pennsylvania, Case No. 07-1392). On October 19, 2007 DAI was served in the above case brought by an alleged customer of a SUBWAY® franchise in Pittsburgh, Pennsylvania. Plaintiff alleges that he received a receipt for his transaction which was in violation of the Fair and Accurate Credit Transaction Act (“FACTA”) in that the alleged receipt had the credit card expiration date printed on it. Plaintiff alleges that DAI has willfully violated FACTA by issuing receipts with the expiration date and more than the last five digits of a credit card holder’s account number and further that Plaintiff should be a class representative on behalf of all customers who received receipts in violation of FACTA at SUBWAY® restaurants. Plaintiff seeks an order appointing himself as the class representative, and that his counsel represents the class; an award of statutory damages between $100 and $1000 for each violation under FACTA; an award of punitive damages under FACTA; payment of costs and fees under FACTA, and any other relief the court deems proper. . On June 3, 2008, the Credit and Debit Card Reciept Clarification Act of 2007 was enacted which clarified the definition of willful noncompliance with FACTA and resulted in the dismissal of this case.

62) Patricia C. Puerto, et al Plaintiff v. Subway 33183 Inc. a Florida corporation d/b/a Subway® and Doctor’s Associates Inc., a Florida Corporation, Defendant (U.S. District Court for the Southern District of Florida, Case No. 08-60486). On April 3, 2008, DAI was served in the above case brought by an alleged customer of a SUBWAY® franchise in Coral Springs, Florida. Plaintiff alleges that she received a receipt for her transaction which was in violation of the Fair and Accurate Credit Transaction Act (“FACTA”) in that the alleged receipt had all 16 digits of the Plaintiff’s credit card number and the card’s expiration date. Plaintiff alleges that DAI has willfully violated FACTA by issuing receipts with all the digits of the credit card holder’s account number and further that Plaintiff should be a class representative on behalf of all customers who received receipts in violation of FACTA at SUBWAY® restaurants. Plaintiff seeks an order appointing himself as the class representative, that her counsel represent the class, an award of compensatory, statutory, punitive and other legal damages, an award of prejudgment and post-judgment interest to the Plaintiff and the class, attorney fees and costs and other and further relief as is just and proper. On June 3, 2008, the Credit and Debit Card Reciept Clarification Act of 2007 was enacted which clarified the definition of willful noncompliance with FACTA and resulted in the dismissal of this case.

63) Subway International, B.V., Claimant v James L. Bryant and Han Jiao, Respondents (American Arbitration Association, Manhattan, New York #50 181 T 00329 06). On June 15, 2007 a Respondent’s Statement of Defense and Counterclaim was filed against Claimant for unfair and deceptive practices and for interfering with Respondent’s contractual relations to sell their Development Agent Agreement for developing SUBWAY® restaurants in China. Respondents sought in excess of 200,000USD representing the difference between the amount they received upon the sale of the Development Agent Agreement and the amount called for in the sale contract in addition to double damages, attorney’s fees and costs. On October 14, 2008, the Arbitrator found that the Claimant should release to the Respondent 108,224USD, an amount that was received from the new Development Agent representing the sale price for the territory. This sum had been held in escrow by the Claimant pending the outcome of this arbitration. The Arbitrator denied the Respondents’ claims for interference with contract and unfair and deceptive practices.

C. Restrictive Orders

1) In the Matter of: Doctor’s Associates Inc., Respondent (Administrative Proceeding Before the Securities Commissioner of Maryland, Case No. 2002-0783). On November 4, 2002 DAI and the Maryland Securities Division agreed to enter into a Consent Order. No hearing, trial or adjudication took place and DAI neither admitted nor denied any violation of law. Under the Consent Order, the Commissioner concluded that DAI violated §§ 14-214 of 24 the Maryland Franchise Law by selling franchises in Maryland during a brief period when DAI was not registered to sell franchises and DAI’s exemption from registration had lapsed. Pursuant to the Consent Order the franchisees were redisclosed, offered rescission of their franchise agreements (which were refused) and DAI sold no further franchises until it had filed an effective exemption from registration.

2) Settlement Agreement Between the United States of America, and Doctor's Associates Inc. and Subway Real Estate Corp. (DJ 204-32-44). On July 31, 2007, DAI, SREC and the United States Department of Justice (DOJ) negotiated a Settlement Agreement on compliance with the Americans with Disabilities Act. No hearing, trial or adjudication took place and both DAI and SREC denied having violated the ADA. Under the Settlement Agreement, DAI will continue to design franchisees’ stores to ADA standards. DAI will train field staff and agents, and retain experts to provide assistance in connection with ADA issues in stores. Field staff and agents will evaluate stores and advise franchisees to remedy existing ADA issues and for future stores attempt to select sites that are accessible to the disabled. DAI will fund an interest-free remediation loan program for franchisees to make required changes. DAI paid $25,000 to the United States Treasury as a civil penalty.

We believe the following statement to be true: Other than these 88 actions, we do not have to disclose any other litigation in this Disclosure Document.

04/09

EXHIBIT H

INDEPENDENT BROKER AND REGIONAL SUCCESS COACH DISCLOSURES

The following is supplemental disclosure concerning certain independent brokers and regional success coaches who assist us in the offering of Proforma Franchised Businesses which may include Franchised Businesses granted to you. Those listed below may receive a commission, monthly draw, referral fee, and/or franchise development fee if they participate in the sale of a franchise to you. Those listed do not have the authority to negotiate the offer of a Franchise Agreement or to otherwise contract or act on our behalf. We will not be bound by any statements or representations they may make, and we are under no obligation to offer a Franchise Agreement or any other rights to anyone whom they refer to us.

BROKERS

THE BUSINESS ALLIANCE, INC.

The Business Alliance, Inc. (“The Business Alliance”) is a Georgia corporation located at 100 Hartsfield Center Parkway, Suite 500, Atlanta, Georgia 30354, (800) 557-4850.

The Business Alliance markets franchise opportunities through electronic and print media for participating franchisors. The Business Alliance operates through a nationwide network of franchise brokers and other affiliated offices. Once the referral is made, The Business Alliance does not perform any functions for participating franchisees.

Chief Executive Officer: Daniel Prechtel

Mr. Prechtel is the Chief Executive Officer and Owner of The Business Alliance. Mr. Prechtel started The Business Alliance in 1999, and has participated in, managed, or consulted in the sale of various franchises since 1999.

Each The Business Alliance Broker has agreed to provide you with information relating to his or her business background and any litigation or bankruptcy experience at the time he or she refers you to us. We will only consider our disclosure to you to be complete when you have received this information from a referring broker.

JEFFREY A. CHERKASSKY

Jeffrey A. Cherkassky (“Cherkassky”) is an Independent Contractor operating at 33 Campbell Avenue, Doylestown, PA 18901, (267) 968-6097.

Mr. Cherkassky has participated in, managed, or consulted in the sale of Proforma franchises since 2009. Once the referral is made, Mr. Cherkassky does not perform any functions for participating franchisees. He has agreed to provide you with information relating to his background and any litigation or bankruptcy experience at the time he refers you to us. We will only consider our disclosure to you to be complete when you have received this information from him.

THE ENTREPRENEUR AUTHORITY, LLC

The Entrepreneur Authority, LLC (“The Entrepreneur Authority”) is a Texas limited liability company located at 5800 Granite Parkway, Suite 300, Plano, Texas 75024, (866) 246-2884.

The Entrepreneur Authority markets franchise opportunities through electronic and print media for participating franchisors. The Entrepreneur Authority operates through a nationwide network of franchise brokers and other affiliated offices. Once the referral is made, The Entrepreneur Authority does not perform any functions for participating franchisees.

President: David E. Omholt

David E. Omholt is the President and Owner of The Entrepreneur Authority. Mr. Omholt formed The Entrepreneur Authority in 2002. Prior to joining The Entrepreneur Authority, Mr. Omholt was an Executive with Accenture (formerly Andersen Consulting) for 10 years in their Retail Industry consulting practice. There, he helped clients redesign key business strategies and processes, as well as implement innovative IT solutions in the areas of Marketing, Merchandising and Pricing.

Each The Entrepreneur Authority Broker has agreed to provide you with information relating to his or her business background and any litigation or bankruptcy experience at the time he or she refers you to us. We will only consider our disclosure to you to be complete when you have received this information from a referring broker.

THE FRANCHISE AUTHORITY, INC.

The Franchise Authority, Inc. (“The Franchise Authority”) is a Texas corporation located at 908 Town & Country Boulevard, Suite 120, Houston, Texas 77024, (800) 307-0228.

The Franchise Authority markets franchise opportunities through electronic and print media for participating franchisors. The Franchise Authority operates through a nationwide network of franchise brokers and other affiliated offices. Once the referral is made, The Franchise Authority does not perform any functions for participating franchisees.

President, Director and Owner: Robert D. King

Mr. King is President, Director, and Owner of The Franchise Authority, Inc. Mr. King started The Franchise Authority in 2001, and has participated in, managed, or consulted in the sale of various franchises since 1998.

Each The Franchise Authority Broker has agreed to provide you with information relating to his or her business background and any litigation or bankruptcy experience at the time he or she refers you to us. We will only consider our disclosure to you to be complete when you have received this information from a referring broker.

FRANCHISEINC!, LLC

FranchiseInc!, LLC (“FranchiseInc!”) is an Alabama limited liability company located at 2148 Pelham Parkway, Building 300, Pelham, Alabama 35124, (800) 961-0420.

FranchiseInc! markets franchise opportunities through electronic and print media for participating franchisors. FranchiseInc! operates through a nationwide network of franchise brokers and other affiliated offices. Once the referral is made, FranchiseInc! does not perform any functions for participating franchisees.

President: Robert A. Needham

Robert A. Needham has been the President of FranchiseInc! since 2006. Prior to joining FranchiseInc!, he was President of FranView, LLC. Mr. Needham has participated in, managed, or consulted in the sale of various franchises since 2003.

Each FranchiseInc! Broker has agreed to provide you with information relating to his or her business background and any litigation or bankruptcy experience at the time he or she refers you to us. We will only consider our disclosure to you to be complete when you have received this information from a referring broker.

FRANCHISEOFFICERUSA, INC.

FranchiseOfficerUSA, Inc. (“FranchiseOfficer”) is a Nevada corporation located at 410 Park Avenue, 15th Floor, New York, New York 10022 (866) 449-5558.

FranchiseOfficer markets franchise opportunities through electronic and print media for participating franchisors. FranchiseOfficer operates through a nationwide network of franchise brokers and other affiliated offices. Once the referral is made, FranchiseOfficer does not perform any functions for participating franchisees.

Partner and Chief Operating Officer: Gordon McNulty

Gordon McNulty has been the Partner and Chief Operating Officer of FranchiseOfficer since 2004, and since that time has participated in, managed, or consulted in the sale of various franchises.

Each FranchiseOfficer Broker has agreed to provide you with information relating to his or her business background and any litigation or bankruptcy experience at the time he or she refers you to us. We will only consider our disclosure to you to be complete when you have received this information from a referring broker.

KING & KING BUSINESS ADVISORS

King & King Business Advisors (“King & King”) is a Maryland corporation located at 7495 Morgan Road, Woodbine, Maryland 21797, (410) 303-6378.

King & King markets franchise opportunities through electronic and print media for participating franchisors. King & King operates through a nationwide network of franchise brokers and other affiliated offices. Once the referral is made, King & King does not perform any functions for participating franchisees.

President: James M. King

James M. King has been the President since 2005, and since that time has participated in, managed, or consulted in the sale of various franchises.

Each King & King Broker has agreed to provide you with information relating to his or her business background and any litigation or bankruptcy experience at the time he or she refers you to us. We will only consider our disclosure to you to be complete when you have received this information from a referring broker.

MASTER FRANCHISE SPECIALISTS LLC

Master Franchise Specialists LLC (“Master Franchise Specialists”) is a Texas limited liability company located at 3702 Pine Bluff Drive, San Antonio, Texas 78230, (866) 460-8389.

Master Franchise Specialists markets franchise opportunities through electronic and print media for participating franchisors. Master Franchise Specialists operates through a nationwide network of franchise brokers and other affiliated offices. Once the referral is made, Master Franchise Specialists does not perform any functions for participating franchisees.

Chief Executive Officer: Ken Visokey

Ken Visokey has been the Chief Executive Officer of Master Franchise Specialist since 1995, and since that time has participated in, managed, or consulted in the sale of various franchises.

Each Master Franchise Specialists Broker has agreed to provide you with information relating to his or her business background and any litigation or bankruptcy experience at the time he or she refers you to us. We will only consider our disclosure to you to be complete when you have received this information from a referring broker.

ONEDAKOTA, INC.

OneDakota, Inc. d/b/a Executive Franchise Specialists (“OneDakota”) is a South Dakota corporation located at 710 Prairie Boulevard, Dakota Dunes, South Dakota 57049, (712) 253-2589.

OneDakota markets franchise opportunities through electronic and print media for participating franchisors. OneDakota operates through a nationwide network of franchise brokers and other affiliated offices. Once the referral is made, OneDakota does not perform any functions for participating franchisees.

Chief Executive Officer: John d’Auguste

John d’Auguste has been the Chief Executive Officer of OneDakota since 1997, and since that time has participated in, managed, or consulted in the sale of various franchises.

Each OneDakota Broker has agreed to provide you with information relating to his or her business background and any litigation or bankruptcy experience at the time he or she refers you to us. We will only consider our disclosure to you to be complete when you have received this information from a referring broker.

TES FRANCHISING, LLC dba THE ENTREPRENEUR’S SOURCE

TES Franchising, LLC dba The Entrepreneur’s Source (“TES”) is a Connecticut limited liability company located at 900 Main Street South, Building #2, Southbury, Connecticut 06488, (203) 264-2006.

TES markets franchise opportunities through electronic and print media for participating franchisors. TES Consultants screen prospective franchisees generated by their marketing efforts and then refers them to participating franchise companies. TES operates through a nationwide network of franchise brokers (Consultants) and other affiliated offices. Once the referral is made, TES does not perform any functions for participating franchisees.

Chief Executive Officer and President: Terry Powell

Mr. Powell is the Chief Executive Officer of TES. Mr. Powell started the company in 1984 to provide support and guidance to people seeking to own their own business. Mr. Powell’s career has included being a senior executive, franchisee and franchisor.

Each TES Broker has agreed to provide you with information relating to his or her business background and any litigation or bankruptcy experience at the time he or she refers you to us. We will only consider our disclosure to you to be complete when you have received this information from a referring broker (Consultant).

REGIONAL SUCCESS COACHES

LOLLIPOP SOLUTIONS, INC. d/b/a PROFORMA UNIVERSAL SALES ASSOCIATES

President and Sole Shareholder: Robert Newth

Lollipop Solutions, Inc. d/b/a Proforma Universal Sales Associates (“Lollipop”) is a Kansas corporation located at 6240 W. 135th Street, Suite 200, Overland Park, KS 66223, (913) 647-5253. Lollipop is authorized by us to recruit and provide continued assistance to its Franchise Owners in the start-up and operation of their businesses.

EXHIBIT I

PFG Properties Ltd. guarantees the performance of PFG Ventures, L.P. The respective guarantees of performance are attached to this Exhibit I.

STATE ADDENDA

CALIFORNIA ADDENDUM

THESE FRANCHISES HAVE BEEN REGISTERED UNDER THE FRANCHISE INVESTMENT LAW OF THE STATE OF CALIFORNIA. SUCH REGISTRATION DOES NOT CONSTITUTE APPROVAL, RECOMMENDATION OR ENDORSEMENT BY THE COMMISSIONER OF CORPORATIONS NOR A FINDING FROM THE COMMISSIONER THAT THE INFORMATION PROVIDED HEREIN IS TRUE, COMPLETE AND NOT MISLEADING.

OUR WEBSITES, WWW.PROFORMA.COM AND WWW.CONNECTWITHPROFORMA.COM HAVE NOT BEEN REVIEWED OR APPROVED BY THE CALIFORNIA DEPARTMENT OF CORPORATIONS. ANY COMPLAINTS CONCERNING THE CONTENT OF THIS WEBSITE MAY BE DIRECTED TO THE CALIFORNIA DEPARTMENT OF CORPORATIONS AT WWW.CORP.CA.GOV.

HAWAII ADDENDUM

THESE FRANCHISES WILL BE/HAVE BEEN FILED UNDER THE FRANCHISE INVESTMENT LAW OF THE STATE OF HAWAII. FILING DOES NOT CONSTITUTE APPROVAL, RECOMMENDATION OR ENDORSEMENT BY THE DIRECTOR OF COMMERCE AND CONSUMER AFFAIRS OR A FINDING BY THE DIRECTOR OF COMMERCE AND CONSUMER AFFAIRS THAT THE INFORMATION PROVIDED HEREIN IS TRUE, COMPLETE AND NOT MISLEADING.

THE FRANCHISE INVESTMENT LAW MAKES IT UNLAWFUL TO OFFER OR SELL ANY FRANCHISE IN THIS STATE WITHOUT FIRST PROVIDING TO THE PROSPECTIVE FRANCHISEE, OR SUBFRANCHISOR, AT LEAST SEVEN DAYS PRIOR TO THE EXECUTION BY THE PROSPECTIVE FRANCHISEE OF ANY BINDING FRANCHISE OR OTHER AGREEMENT, OR AT LEAST SEVEN DAYS PRIOR TO THE PAYMENT OF ANY CONSIDERATION BY THE FRANCHISEE, OR SUBFRANCHISOR, WHICHEVER OCCURS FIRST, A COPY OF THE DISCLOSURE DOCUMENT, TOGETHER WITH A COPY OF ALL PROPOSED AGREEMENTS RELATING TO THE SALE OF THE FRANCHISE.

THIS DISCLOSURE DOCUMENT CONTAINS A SUMMARY ONLY OF CERTAIN MATERIAL PROVISIONS OF THE FRANCHISE AGREEMENT. THE CONTRACT OR AGREEMENT SHOULD BE REFERRED TO FOR A STATEMENT OF ALL RIGHTS, CONDITIONS, RESTRICTIONS AND OBLIGATIONS OF BOTH THE FRANCHISOR AND THE FRANCHISEE.

Our authorized agent to receive service of process in the State of Hawaii is the Hawaii Commissioner of Securities of the Department of Commerce and Consumer Affairs, 335 Merchant Street, Honolulu, Hawaii 96813.

MICHIGAN ADDENDUM

MICHIGAN NOTICE

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.

(a) A prohibition on the right of a franchisee to join an association of franchisees.

(b) A requirement that a franchisee 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.

(c) 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.

(d) 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 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 franchisor’s intent not to renew the franchise.

(e) 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.

(f) A provision requiring that arbitration or litigation be conducted outside this state. This shall not preclude the franchisee form entering into an agreement, at the time of arbitration, to conduct arbitration at a location outside this state.

(g) 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:

i. The failure of the proposed transferee to meet the franchisor’s then current reasonable qualifications or standards. ii. The fact that the proposed transferee is a competitor of the franchisor or subfranchisor. iii. The unwillingness of the proposed transferee to agree in writing to comply with all lawful obligations. iv. 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 time of the proposed transfer.

(h) 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 subdivision (c).

(i) 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.

THE FACT THAT THERE IS A NOTICE OF THIS OFFERING ON FILE WITH THE ATTORNEY GENERAL DOES NOT CONSTITUTE APPROVAL, RECOMMENDATION, OR ENDORSEMENT BY THE ATTORNEY GENERAL.

Any questions regarding this notice should be directed to the Consumer Protection Division, Attention: Franchise, 670 Law Building, Lansing, Michigan 48913.

MINNESOTA ADDENDUM

THESE FRANCHISES HAVE BEEN REGISTERED UNDER THE MINNESOTA FRANCHISE ACT. REGISTRATION DOES NOT CONSTITUTE APPROVAL, RECOMMENDATION OR ENDORSEMENT BY THE COMMISSIONER OF COMMERCE OF MINNESOTA OR A FINDING BY THE COMMISSIONER THAT THE INFORMATION PROVIDED HEREIN IS TRUE, COMPLETE AND NOT MISLEADING.

THE MINNESOTA FRANCHISE ACT MAKES IT UNLAWFUL TO OFFER OR SELL ANY FRANCHISE IN THIS STATE WHICH IS SUBJECT TO REGISTRATION WITHOUT FIRST PROVIDING TO THE PROSPECTIVE FRANCHISEE, AT LEAST 7 DAYS PRIOR TO THE EXECUTION BY THE PROSPECTIVE FRANCHISEE OF ANY BINDING FRANCHISE OR OTHER AGREEMENT, OR AT LEAST 7 DAYS PRIOR TO THE PAYMENT OF ANY CONSIDERATION, BY THE FRANCHISEE, WHICHEVER OCCURS FIRST, A COPY OF THIS PUBLIC OFFERING STATEMENT, TOGETHER WITH A COPY OF ALL PROPOSED AGREEMENTS RELATING TO THE FRANCHISE.

THIS PUBLIC OFFERING STATEMENT CONTAINS A SUMMARY ONLY OF CERTAIN MATERIAL PROVISIONS OF THE FRANCHISE AGREEMENT. THE CONTRACT OR AGREEMENT SHOULD BE REFERRED TO FOR AN UNDERSTANDING OF ALL RIGHTS AND OBLIGATIONS OF BOTH THE FRANCHISOR AND THE FRANCHISEE.

NEW YORK ADDENDUM

ALTHOUGH THESE FRANCHISES HAVE BEEN ACCEPTED FOR FILING, SUCH FILING UNDER GENERAL BUSINESS LAW, ARTICLE 33 OF THE STATE OF NEW YORK DOES NOT CONSTITUTE APPROVAL, RECOMMENDATION OR ENDORSEMENT THE NEW YORK STATE DEPARTMENT OF LAW THAT THE INFORMATION PROVIDED HEREIN IS TRUE. THE DEPARTMENT’S REVIEW DID NOT INCLUDE A DETAILED EXAMINATION OF THE MATERIALS SUBMITTED. A FALSE, INCOMPLETE, INACCURATE OR MISLEADING STATEMENT MAY CONSTITUTE A VIOLATION OF BOTH FEDERAL AND STATE LAW AND SHOULD BE REPORTED TO THE FEDERAL TRADE COMMISSION, WASHINGTON D.C. 20580 AND THE NEW YORK STATE DEPARTMENT OF LAW, BUREAU OF INVESTOR PROTECTION AND SECURITIES, 120 BROADWAY, 23RD FLOOR, NEW YORK, NEW YORK 10271.

GENERAL BUSINESS LAW, ARTICLE 33 OF THE STATE OF NEW YORK MAKES IT UNLAWFUL TO OFFER OR SELL ANY FRANCHISE WITHOUT FIRST PROVIDING THIS DISCLOSURE DOCUMENT FOR THE PROSPECTIVE FRANCHISE OWNER AT THE EARLIER OF (1) THE FIRST PERSONAL MEETING; OR (2) 10 BUSINESS DAYS BEFORE THE SIGNING OF ANY FRANCHISE OR RELATED AGREEMENT; OR (3) 10 BUSINESS DAYS BEFORE ANY PAYMENT.

1. The Cover Page of the Disclosure Document is supplemented by the following language:

THE FRANCHISOR MAY, IF IT CHOOSES, NEGOTIATE WITH YOU ABOUT ITEMS COVERED IN THE PROSPECTUS. HOWEVER, THE FRANCHISOR CANNOT USE THE NEGOTIATING PROCESS TO PREVAIL UPON A PROSPECTIVE FRANCHISEE TO ACCEPT TERMS WHICH ARE LESS FAVORABLE THAN THOSE SET FORTH IN THE PROSPECTUS.

2. Item 3 of the Disclosure Document is supplemented by the following language:

Except as noted in Item 3 of the Disclosure Document, neither we nor any person identified in Item 2 of the Disclosure Document, has pending any administrative, criminal or material civil action (or a significant number of civil actions irrespective of materiality) alleging a violation of any franchise law, securities law, fraud, embezzlement, fraudulent conversion, restraint of trade, unfair or deceptive practices, misappropriation of property or comparable allegations.

Neither we nor any person identified in Item 2 of the Disclosure Document, has been convicted of a felony or pleaded nolo contendere to a felony charge or, within the ten-year period immediately preceding the date of this Disclosure Document, has been convicted of a misdemeanor or pleaded nolo contendere to a misdemeanor charge or been held liable in a civil action by final judgment or been the subject of a material complaint or other legal proceeding if such misdemeanor conviction or charge or civil action, complaint or other legal proceeding involved a violation of any franchise law, securities law, fraud, embezzlement, fraudulent conversion, restraint of trade, unfair or deceptive practices, misappropriation of property or comparable allegations.

Neither we nor any person identified in Item 2 of the Disclosure Document, is subject to any injunctive or restrictive order or decree relating to franchises or under any Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law as a result of a concluded or pending action or proceeding brought by a public agency, is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent.

3. Item 4 of the Disclosure Document is supplemented by the following language:

Neither we, nor any of our affiliates, predecessors, officers, or general partners have within the 10- year period immediately before the date of this Disclosure Document: (a) filed as a debtor (or had filed against it) a petition to start an action under U.S. Bankruptcy Code; (b) obtained a discharge

of its debts under the U.S. Bankruptcy Code; (c) or was a principal officer of a company or general partner in a partnership that either filed as a debtor (or that had filed against it) a petition to start an action under U.S. Bankruptcy Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during or within 1 year after the officer or general partner held the position with the company or partnership.

4. Item 5, “Initial Franchise Fee”, is supplemented by the following language which will be deemed an integral part thereof:

The initial fee will be made part of our general operating revenue and used to pay for any and all expenses of operation, including, among other things, training and other services provided to the franchisees.

5. Item 17, “Renewal, Termination, Transfer and Dispute Resolution”, is supplemented under the categories entitled “Termination by You” and “Our Right to Assign Your Franchise Agreement” respectively, by the following language which will be deemed an integral part thereof:

Any general release required under the Franchise Agreement is limited by the following, “all rights arising in your favor from the provisions of Article 33 of the General Business Law of the State of New York and regulations issued thereunder will remain in force; it being the intent of this proviso that the non-waiver provisions of General Business Law, Sections 687.4 and 687.5 be satisfied.”

No assignment will be made except to an Assignee who, in our opinion, is willing and able to assume our obligations under the Franchise Agreement.

6. As to any state law described in this Addendum that declares void or unenforceable any provision contained in the Franchise Agreement, the Franchisor reserves the right to challenge the enforceability of the state law by, among other things, bringing an appropriate legal action or by raising the claim in a legal action or arbitration that you have initiated.

Franchisor’s authorized agent to receive process in the State of New York is the Secretary of State, 41 State Street, Albany, NY 12231.

RHODE ISLAND ADDENDUM

The following statement is added to Item 17.w:

Pursuant to § 19-28.1-14 of the Rhode Island Franchise Investment Act, “A provision in a franchise agreement restricting jurisdiction or venue to a forum outside this state or requiring the application of the laws of another state is void with respect to a claim otherwise enforceable under this Act.”

VIRGINIA ADDENDUM

ALTHOUGH THESE FRANCHISES HAVE BEEN REGISTERED UNDER THE VIRGINIA RETAIL FRANCHISING ACT AS AMENDED, REGISTRATION DOES NOT CONSTITUTE APPROVAL, RECOMMENDATION OR ENDORSEMENT BY THE DIVISION OF SECURITIES AND RETAIL FRANCHISING THAT THE INFORMATION PROVIDED HEREIN IS TRUE, COMPLETE, ACCURATE OR NOT MISLEADING.

The following statements are added to Item 17.h:

Pursuant to Section 13.1-564 of the Virginia Retail Franchising Act, it is unlawful for a franchisor to use undue influence to induce a franchisee to surrender any right given to him under the franchise. If any provision of the franchise agreement involves the use of undue influence by the franchisor to induce a franchisee to surrender any rights given to him under the franchise, that provision may not be enforceable.

RECEIPT (Your copy to keep)

THIS DISCLOSURE DOCUMENT SUMMARIZES CERTAIN PROVISIONS OF THE FRANCHISE AGREEMENT AND OTHER INFORMATION IN PLAIN LANGUAGE. READ THIS DISCLOSURE DOCUMENT AND ALL AGREEMENTS CAREFULLY.

IF PFG VENTURES, L.P. OFFERS YOU A FRANCHISE, IT MUST PROVIDE THIS DISCLOSURE DOCUMENT TO YOU FOURTEEN (14) CALENDAR DAYS BEFORE YOU SIGN A BINDING AGREEMENT WITH, OR MAKE A PAYMENT TO, THE FRANCHISOR OR AN AFFILIATE IN CONNECTION WITH THE PROPOSED FRANCHISE SALE OR GRANT. UNDER MICHIGAN, OREGON, WASHINGTON AND WISCONSIN LAW, IF APPLICABLE, WE MUST PROVIDE THIS DISCLOSURE DOCUMENT TO YOU TEN (10) BUSINESS DAYS BEFORE YOU SIGN ANY CONTRACT OR MAKE ANY PAYMENT RELATING TO THE FRANCHISE RELATIONSHIP. UNDER MARYLAND, OKLAHOMA, NEW YORK AND RHODE ISLAND LAW, IF APPLICABLE, WE MUST PROVIDE THIS DISCLOSURE DOCUMENT TO YOU AT THE EARLIEST OF THE FIRST PERSONAL MEETING OR TEN (10) BUSINESS DAYS BEFORE YOU SIGN ANY CONTRACT OR MAKE ANY PAYMENT RELATING TO THE FRANCHISE RELATIONSHIP.

IF PFG VENTURES, L.P. DOES NOT DELIVER THIS DISCLOSURE DOCUMENT ON TIME OR IF IT CONTAINS A FALSE OR MISLEADING STATEMENT, OR A MATERIAL OMISSION, A VIOLATION OF FEDERAL LAW AND STATE LAW MAY HAVE OCCURRED AND SHOULD BE REPORTED TO THE FEDERAL TRADE COMMISSION, WASHINGTON, D.C. 20580 AND THE STATE AGENCY LISTED ON EXHIBIT F.

The franchise seller is ______, PFG Ventures, L.P., 8800 East Pleasant Valley Road, Cleveland, OH 44131, 216-520-8400.

I have received a disclosure document dated May 13, 2009. State registration effective dates are listed on the State Registrations page of this Disclosure Documents. This Disclosure Document included the following Exhibits:

A. Standard Franchise Agreement for a Proforma Franchised Business (including state-specific addenda to Franchise Agreement for the States of California, Illinois, Indiana, Minnesota, North Dakota and Washington). B-1. Audited Financial Statement for the calendar years ending on December 31, 2008 and 2007. B-2. Audited Financial Statements for the calendar years ending December 31, 2007 and 2006. C. List of Franchise Owners Currently in Operation. D. Receivables and Security Agreement. E. Software License and Support Agreement. F. List of State Franchise Law Administrators/Agents to Receive Service of Process. G. Litigation Involving Frederick DeLuca and Peter Buck. H. Brokers. I. Guarantees of Performance by PFG Properties Ltd. and PFG Ventures, L.P.

Dated: ______PROSPECTIVE FRANCHISEE:

If a Business Entity: If an Individual:

Name of Business Entity (Print Name)

By: (Signature) Its: (Title) (Print Name)

(Print Name) (Signature) 2009 PFG Ventures, L.P. Control No: PFG-US05132009-ED2

RECEIPT (Sign Receipt and return to us)

THIS DISCLOSURE DOCUMENT SUMMARIZES CERTAIN PROVISIONS OF THE FRANCHISE AGREEMENT AND OTHER INFORMATION IN PLAIN LANGUAGE. READ THIS DISCLOSURE DOCUMENT AND ALL AGREEMENTS CAREFULLY.

The franchise seller is ______, PFG Ventures, L.P., 8800 East Pleasant Valley Road, Cleveland, OH 44131, 216-520-8400.