COLLEGE PRO PAINTERS LIMITED FRANCHISE AGREEMENT

INSTRUCTIONS 1. Please complete the Agreement as follows:

a) Ensure your name is spelled correctly at the very beginning of the Agreement.

b) Please sign the pages of the Agreement and the Appendices where indicated.

c) Please complete your address where indicated in the Agreement and the Appendices.

d) Sign and Fully Complete Appendix 5 – Credit Check Authorization.

e) Initial the following where indicated in the Agreement and the Appendices:

i) All Ink Spots

ii) The bottom of every page

iii) All shaded bracket ( ) areas

f) Score and initial any blank pages including cover (front & back) 2. This Agreement was presented on ______________________, 20 _____. 3. This Agreement was returned on ______________________, 20 _____. 4. A $200 Certified Cheque Payable to College Pro Painters Limited (this is your refundable

deposit on Services) was received on _________________ , 20 _____. 5. Ensure you make your own copy of the Agreement, including all Appendices and keep it and

the College Pro Painters Policies and Procedures for your files.

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This FRANCHISE AGREEMENT is between COLLEGE PRO PAINTERS LIMITED ("College Pro") and _________________________________ (the “Franchisee”).

(Please Print) THIS AGREEMENT WITNESSES THAT in consideration of the mutual covenants and agreements contained in it, the parties agree with each other as follows: 1. THE FRANCHISE (1) Franchise Granted. College Pro hereby grants the Franchisee the exclusive right to operate a

College Pro residential exterior painting business (the “Franchised Business”) within the area defined in Appendix 1 (the “Franchise Area”) from January 1, 2010 to October 15, 2010 (the “Franchise Period”). The Franchise Period is broken down into the following terms:

a) January 1st to March 31st is the training term (the “Training Term”); b) April 1st to September 10th is the operating term (the “Operating Term”); and c) September 10th to October 15th is the close out term (the “Close-Out Term”).

(2) Defined Terms: In this Agreement (which includes the Appendices); some words that are in

brackets and quotations, for example (the “Franchise Area”) are defined terms throughout. Also in this Agreement (which includes the Appendices), some words or terms will have the following meaning throughout:

a) “Agreement” or “Franchise Agreement” refers to the entire agreement including all of

the Appendices; b) “Business Plan” a mutually agreed to operational plan set between College Pro and the

Franchisee; c) “Residence” is a structure that is used primarily as a residence, has less than 5

residential units, and is less than 11.5 metres (35 feet) high; d) “College Pro” may also be referred to as the Franchisor or Licensor; e) “Closedown” is when the Franchisee closes down its operations, and among other

things, reconciles its accounts and contracts with College Pro during the Closeout Term, which is more particularly described in College Pro’s Policies and Procedures;

f) “Policies and Procedure” refers to College Pro’s Policies and Procedures contained in College Pro’s Confidential Manager’s Manual;

g) CPOWER means an On-Line Web Based Management Software system.

(3) Rights Included. The Franchised Business includes the rights to use College Pro's Confidential Exclusive Software Package, Manager's Manual (including written, audio and video training material), trade-marks, logos, distinctive signage, merchandising, estimating methods, advertising, and promotional programs, and all other information and services College Pro makes available generally to its Franchisees.

(4) Rights Excluded. The Franchisee is not permitted to:

a) Paint the interior of any residence, unless otherwise agreed in writing. b) Paint the interior or exterior of any commercial or industrial structure, unless otherwise

agreed in writing.

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c) Paint any structure which is over 11.5 metres (35 feet) high or is in proximity of steep grades or high tension electrical wiring, or the painting of which would otherwise expose painters to extraordinary risk of personal injury.

(5) Franchisee Acknowledgement. The Franchisee acknowledges and is aware that College Pro's affiliate, Certa Pro Painters, Franchises residential and commercial (interior and exterior) painting businesses, and that Certa Pro Painters may grant such a Franchise in the Franchise Area during the Franchise Period.

2. COLLEGE PRO'S PROMISES (1) CPOWER: College Pro will provide the Franchisee with the use of its confidential business

communication and management information systems software package,

(2) Management Training. College Pro will grant the Franchisee access to its Confidential Manager's Manual for the Franchise Period, will hold training seminars during the Training Term to teach the Franchisee and other Franchisees how to operate a College Pro Franchise and the Franchised Business, and will provide such further training and advice during the Operating Term as College Pro and the Franchisee together consider necessary.

(3) Advertising and Marketing Advice. College Pro will teach the Franchisee the most efficient advertising and marketing methods to develop customers.

(4) Logistical Support. College Pro will provide logistical support as summarized in section two of Appendix “6 (b)”.

(5) Supplier Discounts. College Pro will establish purchase discounts for the Franchisee with approved suppliers listed in Appendix “3”.

(6) Painter Training and Safety. During the Training Term, College Pro will provide the Franchisee with orientation, safety and training material to help the Franchisee train painters.

(7) Prospect Referrals. During the Operating Term, College Pro’s designated supplier, Telelink Services Inc, will provide telephone answering services to receive inquiries from prospects and will refer inquiries from within the Franchise Area to the Franchisee.

(8) Ongoing Advice. During the Training and Operating Term, College Pro will provide ongoing advice by telephone and, at College Pro's option, in person, to help the Franchisee run the Franchised Business.

(9) Warranty Program. College Pro will honour its approved warranties on materials and workmanship granted by the Franchisee to customers. College Pro will pay the Franchisee for honouring warranties of prior Franchisees in the Franchise Area, subject to terms prescribed in the Policies and Procedures.

(10) Performance Bonus. College Pro will pay the Franchisee the performance bonuses set out Appendix 4 if the criteria therein are achieved. (11) Microsites. College Pro will set up a generic micro site for each franchisee hosted on the main

College Pro website.

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3. FRANCHISEE'S PROMISES (1) Pay the Deposit. On signing this Agreement, the Franchisee will pay College Pro a $200.00

refundable deposit, which will be applied against any outstanding charges at Closedown. The remaining balance of the deposit, if any, will be returned to the Franchisee on completion of Closedown.

(2) Sign Attachments. The Franchisee will also sign the following Appendices, which form part

of this Franchise Agreement and are incorporated herein: (i) Credit Check Authorization (Appendix 5) and Privacy Policy (Appendix 9).

(3) Have Appropriate Computer at their Home Office. Minimum requirements - Pentium III,

128MB, 2G hard drive, CD Rom drive, Microsoft Internet Explorer 7.0 or higher and an active Internet email account.

(4) Learn College Pro's Systems. During the Training Term, the Franchisee will learn College

Pro's systems for operating the Franchised Business, will review and fully comprehend the Confidential Manager's Manual and attend all training sessions. If the Franchisee fails College Pro's system knowledge examinations, College Pro may, in its sole discretion, revoke this Franchise.

(5) Prepare and follow their Business Plan (Budget). During the Training Term, the Franchisee

will prepare a business plan budget with the goal of achieving at least the territorial sales objective specified in Appendix 4. During the Training and Operating Terms, the Franchisee’s marketing efforts and gross sales must stay within 20% of the minimum territorial sales objectives in the business plan.

(6) Register The Business Name. During the Training Term, the Franchisee will register with the

provincial government a business name in which the Franchised Business will be run, i.e., Franchisee's name followed by "Painting Enterprises" (e.g., John Doe Painting and/or Enterprises). The name College Pro shall not appear in this registered name or email address.

(7) Appoint a Manager. During the Training Term, the Franchisee will appoint a manager (who

may be the Franchisee) acceptable to College Pro. If the manager is not the Franchisee, then the Franchisee will cause the manager to: a) Sign a separate copy of the Non-Competition and Confidentiality Covenants; b) Attend College Pro's training seminars at the Franchisee's expense; c) Devote his/her full time, energy and best efforts to managing the Franchised Business

during the Operating Term.

(8) Open a Business Bank Account. The Franchisee will open a business bank account at a branch of the bank of their choice (or such other bank as College Pro may designate) within the Franchise Area, and will use only that bank account for all purposes of the Franchised Business. The Franchisee will comply with College Pro's system for transferring funds directly from such bank account to College Pro's bank, including signing pre-authorized payment forms and cheques.

(9) Cellular Phone with Full Electronic Mail Capability. The Franchisee must have a minimum

contract, from March 1, 2010 to September 1, 2010, with a carrier of their choice (or such other carrier as College Pro may designate).

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(10) Arrange Credit with An Approved Supplier. During the Training Term, the Franchisee will arrange a credit account and credit limit with one of the suppliers specified in Appendix 3. The Franchisee will pay cash for any purchases from the particular supplier chosen in Appendix “3” in excess of the credit limit, and will pay cash for purchases from other suppliers. All Suppliers must be approved by College Pro.

(11) Arrange Transportation and Insurance. The Franchisee must have use of a vehicle suitable

for purposes of the Franchised Business and must obtain and maintain public liability and property damage insurance on that vehicle in force throughout the Franchise Period.

(12) Hire Painters. The Franchisee will recruit, hire, train, equip and pay painters as employees of

the Franchised Business, and is responsible for complying with the requirements of federal, provincial and local, employment laws and regulations. The Franchisee must also enter details of painters and payroll information daily and on job completion in CPOWER.

(13) Arrange Worker Compensation Coverage. The Franchisee is responsible for arranging

worker compensation coverage and for making worker compensation levies and assessments of payments for the Franchisee and the Franchisee's employees. The Franchisee will provide College Pro with the Franchisee’s business Workers’ Compensation Number.

(14) Operate The Business. The Franchisee will operate the Franchised Business throughout the

Operating Term, concentrating on the Franchised Business to the exclusion of any academic courses (once spring exams are done), other employment, business and any other activity.

(15) Comply with Policies and Procedures. Franchisee will comply with the requirements and

directions of the Policies and Procedures, as amended from time to time.

I have received a copy of the Policies and Procedures initials. (16) Promote Worker Safety. The Franchisee will pass the safety test. The Franchisee will

diligently promote worker safety and will cause the Franchisee's manager and employees to adhere to College Pro’s Worker Training and Safety program (as set out…). More particularly, the Franchisee will:

a) Comply with federal, provincial and local safety laws and regulations; b) Use only ladders and equipment that are fully operational and in safe working order in

accordance with manufacturers' specifications; c) acquire and maintain a fibreglass ladder and a fibreglass extension pole for use within 3

metres (10 feet) of any unprotected electric cable or power lines, and d) Undertake no work which would expose painters to extraordinary risk of injury, such as

being elevated above 11.5 metres (35 feet), using a ladder longer than 12 metres (40 feet), using elevating equipment other than a ladder, or working in proximity to a cliff or bare electrical or high voltage wires; In addition, the Franchisee will register all painters in the user section of CPOWER and ensure all painters read the safety material and pass the safety test prior to working on a jobsite.

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(17) Protect The Environment. The Franchisee will comply with federal, provincial and local environmental protection laws and regulations, particularly those concerning the use and disposal of hazardous wastes such as latex and alkyd paints and mineral spirits. The Franchisee will, on College Pro's request, provide proof of such environmental compliance. Further, the Franchisee is responsible for remedying any environmental matters created directly or indirectly by the Franchisee (including its agents, representatives and employees).

(18) Promote The Business. The Franchisee will vigorously and aggressively promote College Pro

painting services by making the greatest reasonable use of College Pro's advertising, sales promotion and merchandising material. The Franchisee must budget on spending $6,000 - $9,000, (7 – 10% of their revenue sales) on promoting the Franchised Business. The Franchisee will participate in all joint advertising (as outlined in the logistical support section in Appendix 6 (b) and sales promotions as designated by the Franchisor.

(19) Keep Records. The Franchisee will keep records required by the Policies and Procedures and

will maintain an up-to-date client binder with pictures of every job completed by the Franchisee. The Franchisee will input all new information into CPOWER on a daily basis.

(20) Pay Royalties, etc. The Franchisee will pay to College Pro promptly when due the Franchise

Charges (royalties, service and other charges) enumerated in Appendix “6 (a)”. (21) Franchisee Permission to Publish. The Franchisee hereby grants to the Franchisor the right

to publish, during or after the Franchise Period, in print or electronic media, including the Franchisor’s publicly-accessible internet website, information about the Franchisee’s performance (i.e. sales volume, customer satisfaction and manager success) and photographs of the Franchisee or of Franchisor events, including the Franchisee’s likeness, for promotional purposes, without the Franchisee’s additional consent for any such publication and without any additional consideration being payable by the Franchisor to the Franchisee.

(22) No Setting Off. The Franchisee will not in any circumstance set off against, or withhold or

delay payment of, an amount payable to College Pro pursuant to this Agreement, on the ground that an amount is owing by College Pro to the Franchisee or that College Pro has breached its obligations in this Agreement.

(23) Pay Interest on Unpaid Royalties, etc. The Franchisee will pay College Pro interest on the

overdue amount of any royalties, service and other charges payable by the Franchisee to College Pro. Interest will be computed at an annual rate equal to 5 % per year above the annual minimum prime lending rate charged to prime commercial customers by College Pro's designated bank, from the due date until the payment date, and such interest to be paid forthwith on College Pro's notice to the Franchisee demanding payment thereof.

(24) Pay Taxes and Other Debts. The Franchisee will pay:

a) Federal, provincial and local income, sales and property taxes, workers’ compensation payments when due,

b) Debts to suppliers within 30 days of supply, and c) Amounts owed to painters within 15 days of being earned. If the Franchisee fails to

pay any such amount when required, College Pro may, in order to protect its reputation and goodwill, pay such amount on the Franchisee's behalf, in which case the Franchisee will reimburse College Pro forthwith on demand.

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(25) Use Only Approved Suppliers. For quality control, the Franchisee will purchase painting supplies only from suppliers approved by College Pro. It is acknowledged by the Franchisee that College Pro receives a volume rebate from its approved paint suppliers and uses this to subsidize Franchisee training costs.

(26) Honour Prior Warranty. The Franchisee will promptly report to College Pro each request

received to honour a warranty given by a prior Franchisee and, if College Pro so instructs, the Franchisee will do the work required to honour such warranty within the time agreed between the Franchisee and College Pro (see Policies and Procedures for details of the payment system for such work). This is in addition to the Franchisee's duty under the Policies and Procedures to rectify immediately, at Franchisee's expense, any complaint received during the Operating Term about the Franchisee's own work.

(27) Complete Closedown. At the end of the Operating Term, or when the Franchised Business is

revoked, the Franchisee will complete the Closedown procedures described in the Policies and Procedures.

(28) Indemnify College Pro. The Franchisee is responsible for his/her actions and those of the

people he/she hires. The Franchisee will indemnify College Pro for, and save it harmless from, any claim, demand, law suit (including legal fees, disbursements and court costs), loss or liability College Pro incurs or suffers as a direct or indirect result of damage to property (including, but not limited to, environmental), personal injury or death directly or indirectly caused by an act or omission of the Franchisee, its employees, representatives, agents or of anyone for whom Franchisee is responsible for.

(29) Privacy Policy. The Personal Information Protection and Electronic Documents Act

(“PIPEDA”) imposed privacy obligations for all personal information held by all commercial entities effective January 1, 2004. This legislation requires College Pro to ensure its Franchisees treat any personal information of individuals with appropriate privacy. The Franchisee must adopt a privacy policy, which shall be in the form attached hereto, specified in Appendix 9, and otherwise abide by the requirements of PIPEDA or any other applicable privacy legislation from time to time.

(30) Microsites. Franchisee will update and maintain their individual microsite with pictures and

content. 4. TRADE-MARKS (1) Grant. The Franchisor hereby grants to the Franchisee for the Franchise Period a non-

exclusive, non-transferable right to use the Trade-marks in association with the Services in the Franchise Area on the following terms and conditions:

a) The Franchisor authorizes the Franchisee to use the Trade-marks in association with the Services so long as the Franchisee maintains and follows the Quality Standards in respect of the Services.

b) The Franchisee agrees not to use any other trade-mark, other than the Trade-marks, in association with the Services.

c) Any use of the Trade-marks by the Franchisee shall properly identify the Franchisor as the registered owner of the Trade-marks and the Franchisee as an authorized Franchisee of College Pro Painters Limited.

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d) The Franchisee agrees not to use the Trade-marks in any advertising or promotional material without the prior written consent of the Franchisor and further agrees to provide the Franchisor, prior to use, with specimens of all advertising and promotional material proposed for use by the Franchisee.

e) The Franchisee agrees not to use the Trade-Marks in any manner that is likely to prejudice the Franchisor's rights and further agrees not to authorize any use of the Trade-Marks by a third party.

f) The Franchisee acknowledges and agrees that it has no right, title or interest in or to the Trade-marks, nor any part thereof, except the use of the same as set forth herein, and that nothing in this Agreement (particularly in this section) shall be construed as an assignment or grant to the Franchisee of any right, title or interest in to the Trade-marks.

g) The Franchisee agrees not to register or attempt to register any of the Trade-Marks or any other confusingly similar trade-mark in any country without the prior written consent of the Franchisor.

h) The Franchisee agrees that if any right, title or interest in or to the Trade-marks, or any part thereof, vests in the Franchisee by operation of law or otherwise, the Franchisee shall hold the same in trust for the Franchisor and shall, at the request of the Franchisor, unconditionally forfeit such right, title or interest to the Franchisor. The Franchisee further agrees to do all things necessary, without further consideration, to affect proper registration and protection of the Franchisor's rights in the Trade-marks.

i) The Franchisee agrees not to challenge directly or indirectly the Franchisor's right, title or interest in the Trade-Marks.

(2) Infringement. The Franchisee shall promptly notify the Franchisor in writing if it learns of any

unauthorized use by any third party of the Trade-marks. The Franchisee shall promptly notify the Franchisor in writing in the event any claim, demand or suit based upon the Franchisee's use of the Trade-marks is made by any third party against the Franchisee.

(3) Franchisor Rights. In either of the foregoing cases, the Franchisor shall have the right to

elect, but not the obligation, to undertake such action as it deems appropriate in its sole discretion, including, without limitation, prosecuting such third party for infringement of the Trade-Marks or defending such claim, demand or suit. If the Franchisor elects to undertake any action:

a) The Franchisor, in its sole discretion, shall have the sole conduct and control of such

prosecution or defence, as the case may be, including the settlement or abandonment thereof at any time;

b) The Franchisor shall be solely responsible for the damages and costs associated with such action, except to the extent such damages and costs are attributable to the Franchisee's breach of this Franchise Agreement;

c) The Franchisee covenants and agrees to assist the Franchisor by providing all relevant information reasonably available to the Franchisee and to execute any and all documents counsel for the Franchisor deems necessary to carry out such action;

d) Any recovery of money resulting from such action shall belong to and be solely payable to the Franchisor;

e) If the Franchisor elects not to undertake any action, the Franchisor's election not to undertake any action shall not be construed as a breach of this Agreement. In no event shall the Franchisee undertake any action against any third party for infringement of the Trade-marks without the prior written consent of the Franchisor.

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(4) Termination. The license and rights granted to the Franchisee herein shall terminate on the earliest of: a) The end of the Franchise Period; b) The default by the Franchisee of any of the terms and conditions outlined in this

section; or c) The termination of the Franchise Agreement.

5. NON-SOLICITATION AND NON-COMPETITION

(1) Non-Competition Covenants: The Franchisee shall not engage in any competing painting business before September 6, 2012 within a reasonable geographic area, such area being defined as within a 30 mile radius of any postal code or postal region that College Pro currently operates in. For greater certainty, competing painting business means a business offering, in whole or in part, goods and/or services related to commercial and residential painting business (general or otherwise) and the doing of all acts and things incidental or ancillary thereto and includes any Franchise operations offering such goods and/or services regardless of whether such business operates as a Franchisor or as a Franchisee.

If a court of competent jurisdiction determines that the non-competition covenants provided for herein are unreasonable in scope, time or geography, then such court is hereby authorized by the Franchisee to enforce the same in such narrower scope, shorter time or lesser geography as such court determines to be reasonable and proper under all the circumstances.

(2) Non-Solicitation: The Franchisee promises and agrees for a period of three (3) years from the

end of the Franchise Period, that it will not solicit or induce any person who was an employee of the Franchisee, the Franchisor or any other College Pro Franchisee during the Franchise Period, to perform services for a competing painting business. In addition, the Franchisee promises and agrees for a period of three (3) years from the end of the Franchise Period, that it will not solicit or provide services for, any person, firm, or company, who, during the Franchise Period, either was a customer of the Franchisor, Franchisee, or who received a painting proposal or estimate from the Franchisee.

(3) Non-Disclosure: Except as expressly permitted by the Franchise Agreement, the Franchisee

shall not during the Franchise Period nor for a period of three (3) years thereafter, directly or indirectly in any matter whatsoever, use or disclose to any third party any confidential information relating to College Pro, including, but not limited to, customer information, client lists, estimating forms, processes, and proposal forms.

(4) Return of Materials: The Franchisee promises to return to the Franchisor, forthwith upon the completion of the Operating Term or upon an earlier termination of the Franchise Agreement, any and all materials and forms, all manuals and audio-visual instructional material supplied by the Franchisor and all copies or reproductions thereof.

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6. REMEDIES

(1) Franchise Area Reduction. If the Franchisee fails to satisfy the Reliability Standards prescribed in the Policies and Procedures or fails to keep performance within 20% of the Business Plan targets (proximal goals based on historical percentages) in the Franchisee's Business Plan, College Pro may, in its sole discretion, by so notifying Franchisee, reduce the size of the Franchise Area to the extent College Pro deems appropriate.

(2) Franchise Revocation after Notice of Default. If the Franchisee fails to perform any obligation in this Agreement, College Pro may give the Franchisee notice requiring the failure to be cured within 5 days, failing which College Pro may, by so notifying the Franchisee, revoke the Franchised Business.

(3) Franchise Revocation without Notice of Default. College Pro may revoke the Franchised Business, effective immediately on notice to the Franchisee, if the Franchisee causes or allows any of the following to occur:

(a) Disregarding customer complaints: There are 3 non-current or dead Complaints by customers, as defined in the Policies and Procedures;

(b) Disregarding painter complaints: There are 3 or more non-current or dead Complaints by painters about unsafe working conditions or unpaid compensation;

(c) Abusing credit: Three (3) of the Franchisee's cheques have been returned NSF, or there have been three (3) instances of the Franchisee not having funds available for Franchise Charges or payroll costs, or the Franchisee has owed a supplier more than $200.00 for more than 60 days;

(d) Illegal competition: The Franchisee participates, directly or indirectly, in any manner whatsoever, inside or outside the Franchise Area, in a painting business other than the Franchised Business;

(e) Understating Gross Sales: Franchisee deliberately understates Gross Sales; (f) Illegally disposing of hazardous waste: Franchisee violates environmental regulations

concerning disposal of hazardous wastes (and fails to rectify same within a reasonable time) or fails to respond promptly to College Pro's request for proof of compliance with such regulations.

(4) Receiver. If the Franchised Business is revoked, College Pro may appoint any person (including College Pro) to be a Receiver (or a Receiver-Manager as that term is generally understood in matters of insolvency and enforcement of security interests) of the Franchised Business. Such Receiver shall be entitled to operate the Franchised Business and shall have the authority, which the Franchisee hereby irrevocably grants, to collect all accounts then or subsequently owing to the Franchisee, to notify the Franchisee's creditors of such Receiver's appointment and to direct such creditors to pay to the Receiver amounts otherwise payable to the Franchisee. Such Receiver shall be deemed for all purposes to be the Franchisee's agent and not College Pro's agent. College Pro may from time to time determine such Receiver's remuneration and direct payment thereof out of the assets and property of the Franchisee. All funds received by such Receiver shall be held in trust for and be paid to College Pro, who shall provide an accounting to the Franchisee for same in accordance with this Agreement. By appointing or refraining from appointing such a Receiver, College Pro shall incur no liability to the Franchisee. To give effect to the foregoing, the Franchisee hereby assigns all the Franchisee's accounts receivable to College Pro as security for the Franchisee's due performance of its obligations in this Agreement.

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(5) Liquidated Damages. Appendices 7 and 8 show the types and amounts of damages College Pro will suffer if the Franchisee breaches this Agreement. The Franchisee acknowledges that such types and amounts of damages are foreseeable. If the Franchisee breaches this Agreement, College Pro may compute and notify the Franchisee of the types and amounts of its damages flowing from such breach, in which case the Franchisee shall immediately pay College Pro the amount of such damages.

(6) Other Remedies. The foregoing remedies are neither mutually exclusive nor exhaustive.

College Pro's use of one such remedy shall not preclude College Pro from claiming other remedies specified above or other remedies available in law for the same or other breaches.

7. ANCILLARY PROVISIONS (1) No Guarantee of Profit. The Franchisee acknowledges that:

a) College Pro does not guarantee that the Franchisee will earn a profit from the Franchised Business;

b) College Pro has given no assurance about the amount of revenue the Franchisee may earn from operating the Franchised Business; and

c) The profitability of the Franchised Business will depend largely on Franchisee's skill, energy and determination.

(2) Independent Advice. The Franchisee acknowledges that:

a) College Pro has recommended that the Franchisee obtain independent legal, accounting and business advice before signing this Agreement;

b) College Pro has provided the Franchisee with a copy of this Agreement, the Policies and Procedures and all other documents mentioned herein, and

c) Before signing this Agreement, the Franchisee has reviewed this Agreement, the Policies and Procedures and all other documents mentioned herein, and have obtained such independent advice as the Franchisee considered sufficient.

(3) Franchisee's Independent Contractor Status. When operating the Franchised Business, the

Franchisee will be an independent contractor and shall not be considered to be an employee, agent, legal representative, joint venture or partner of College Pro for any purpose.

(4) Severability of provisions. If any provision of this Agreement is held void by a court of

competent jurisdiction, such provision will be deemed to be severable and the remainder of this Agreement will be deemed to be valid and remain in full force and effect.

(5) Non-Waiver by Indulgence. By being indulgent in not exercising a remedy or in not insisting

on compliance with a provision of this Agreement, College Pro shall not be taken to have waived or relinquished its right subsequently to exercise such remedy or to insist on such compliance.

(6) Notice. A notice which this Agreement requires or permits to be given shall be given in

writing and may be given by personal service or by registered mail, postage prepaid, addressed to the addressee's address for notice. College Pro's address for service is 700 Richmond Street North, Suite 416 London, Ontario N6A 5C7. Franchisee's address for notice is that shown at the foot of the signature page of this Agreement. Either party may change address for notice by giving the other party notice of the change. A notice sent by registered mail as aforesaid will

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be deemed to have been received by the addressee on the second business day following the day of mailing.

(7) Choice of Law and Forum. This Agreement shall be governed by and construed in accordance

with the laws of the Province in which the Franchise Area is located and the federal laws applicable therein. The parties shall attorn to the exclusive jurisdiction of the courts of such Province for purposes of any litigation concerning this Agreement.

(8) Time of the Essence. Time shall be of the essence of this Agreement. (9) Entire Agreement. This Agreement including the appendices herein described and the

Policies and Procedures Manual constitute the entire agreement between the parties and supersede all previous agreements and understandings related to the subject matter hereof. No prior or contemporaneous written or oral promise, assurance, representation, or warranty which is not stated in this Agreement shall have any force or effect.

(10) Binding Effect. This Agreement will bind and endure to the benefit of the parties and their

heirs, executors, administrators, successors and permitted assigns. (11) Assignment. College Pro may assign its rights and obligations under this Agreement to any

third party in its discretion. If an individual, the Franchisee may assign the Franchisee's rights in this Agreement to a private corporation of which the Franchisee is the sole shareholder, provided that the assignee corporation enters into a separate Franchise Agreement with College Pro and provided further that the Franchisee shall remain personally bound to perform all obligations imposed on Franchisee by this Agreement.

(12) Amendments. No amendment to this Agreement shall be effective unless and until written and

signed by both parties. An amendment to Policies and Procedures shall not be considered an amendment to this Agreement and as such College Pro shall have the right to unilaterally amend the Policies and Procedures and any amendment shall be effective as soon as notice thereof is given to the Franchisee. If an amendment to this Agreement is required by law, the parties shall promptly write and sign the ordered amendments.

(13) Sections and Headings. The division of this Agreement into Articles, Sections, subsections

and Appendices and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation hereof.

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AGREED this ____ day of _________________ , _______ . COLLEGE PRO PAINTERS LIMITED per: _____________________________ ______________________________ (Signature of CPP Representative) Franchisee Name (Please Print) Witness (signature) Franchisee (signature) Street Address (school) Street Address (home) City, Postal Code City, Postal Code Phone Number (school) Phone Number (home) Email Address (school) Email Address (home) Phone Number (cell) Social Insurance Number Drivers Licence Number Date of Birth

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APPENDIX 1

FRANCHISE AREA _______________

The Franchise Area is delineated by the following postal codes: _____________ _____________ _____________ _____________ _____________ _____________ _____________ _____________ Total number of Postal Codes __________ In this Agreement referred to as the "Franchise Area". If the area involved is smaller than a postal code it may be defined by postal walks or by a geographic boundary description, which also may be used for greater clarification of Franchise area boundaries. Should a difference arise between a postal code and a boundary, the postal code shall override. North Boundary ___________________________________________ South Boundary ___________________________________________ East Boundary ___________________________________________ West Boundary ___________________________________________

APPENDIX 2

ADDITIONAL RIGHTS TO SERVICES OTHER THAN A RESIDENCE EXTERIOR PAINTING BUSINESS

1. Interior Painting Services:

Certain Franchisees are permitted to perform interior services conditional upon the following:

a) The request for the service was generated by the Franchisee as a result of door-to-door in person solicitation in the Franchise Area, and

b) The Franchisee completing the interior work passed the approved training sessions (these sessions range from 10 to 15 hours. The Franchisees attending this specialized session will be charged for them and are responsible for their own transportation), and

c) The specific interior services have been approved and initialled below by College Pro.

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2. Other Painting Services:

Certain Franchisees are granted the right to perform other painting services as defined and initialled below. ____ Exterior Work for Small Commercial Jobs: Defined as exterior painted surfaces for commercial or retail operations (e.g. offices, schools, car washes, retail stores, automobile dealerships) on which the job size is under $6,000 and no special coatings are required.

____ Interior Residential: Defined as any interior painted surface enclosed by four (4) walls and a roof of a structure that is primarily residential in purpose and containing a maximum of four (4) units.

____ Exterior Work for Condominiums, Cooperatives & Apartment Buildings: Defined as exterior painted surfaces of multiple unit residential housing containing more than four (4) units. This includes all registered condominiums or cooperative associations which fit the above description. Safety issues are not complex - wires are covered, and the building is less than thirty-five (35) vertical feet. Buildings greater than 3 stories are excluded from this definition.

____ Interior Work for Condominiums, Cooperatives & Apartment Buildings: Defined as interior painted surfaces enclosed by four (4) walls and a roof for structures fitting the definition immediately above.

____ Commercial Jobs (Interior): Defined as interior painted surfaces for commercial retail operations (e.g. offices, schools, car washes, retail stores, automobile dealerships) on which the job size is under $6,000 and no special equipment or special coatings are required.

N/A Complex Commercial & Industrial Work (Interior of Exterior): Defined as exterior painted surfaces of structures designed for and used for carrying on a business which does not fit any of the above. This type of work is not permitted.

N/A Paint Removal: Defined as burning or chemical striping of paint or stain. This type of work is not permitted.

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APPENDIX 3

APPROVED COLLEGE PRO SUPPLIERS * ICI (Glidden & Colour Your World) * General Paints * Sherwin Williams Use of any other supplier must be approved by the Vice President of College Pro in order to ensure quality. Use of any supplier without prior approval may result in the forfeit of bonus. *Discounts available. Credit Limits: Upon an approved credit rating by the supplier and College Pro, College Pro arranges for credit limits to be opened. The Franchisee can only have one credit account. The credit limits are set at $1,500. Effective August 1st, 2010, all limits will drop accordingly. On September 1st, 2010 all credit limits will become nil. If, from time to time, an approved paint supplier offers a cash rebate to the Franchisee, then this rebate shall be deemed, by essence of the opportunity provided by the Franchisor, earned by the Franchisor. The supplier rebate will be issued to the Franchisor who will make account of any unpaid balances due from the Franchisee and distribute any remaining balance to the Franchisee.

APPENDIX 4

SALES OBJECTIVE AND PERFORMANCE BONUSES

Sales objective is the amount of total gross sales which the franchisor expects from the franchise area. It is based on historical volume and the franchisee business plan. Targets are outlined as Royalty Break 1, set between $70,000 - $95,000 and Royalty Break 2, set at $125,000 for Rookies (defined as first year franchisees) and $150,000 for Seniors (defined as second year plus franchisees). The franchisee agrees that the target is reasonable. Franchisees are eligible to earn bonuses based on their performance in the areas of volume and quality. All bonuses include GST. For both the volume and quality bonuses College Pro’s designated supplier, Telelink Services Inc. will conduct telephone surveys with the Franchisee’s customers (including warranty customers) to determine their level of satisfaction with the painting services which were provided. (1) Quality Bonus

The Quality Bonus is awarded to Franchisees who provide a high standard of quality and service to their customers using top line paints from approved suppliers. The Franchisee’s customers include the current year customers and the warranty customers from the previous two years. The following criteria must be achieved by the Franchisee to earn any Quality Bonus: a) All complaints must either be resolved within 4 days or the General Manager of College

Pro has approved an extension for the resolution of the complaint; and b) A minimum of $60,000 in Gross Sales are produced by the Franchisee; and

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c) The Franchisee’s client binder, including all pictures of homes painted, is returned at Closedown with 100% of Quality Rating Cards and 50% of Job Site Manager Feedback Forms are submitted.

Bonus Amount:

The Quality Bonus amount is based on the percentage of the Franchisee’s customers who, when randomly surveyed by the Franchisor, would recommend College Pro and by the final volume produced by the Franchisee.

The pay out schedule is as follows:

Performance Level % customers Bonus Amount Bonus Amount Level Recommend > 100K produced > $60 and <$100 produced Excellent 100% $ 1,000 $ 750 Very Good 97 – 99.9 % $ 750 $ 500 Good 95 – 96.99% $ 500 $ 250 Satisfactory 93 – 94.99% $ 250 $ 125 Unsatisfactory < 93% $ 0 $ 0 Performance Level Net Promoter Bonus Amount Bonus Amount Level Percentage > 100K produced > $60 and <$100 produced Excellent >60% $ 1,000 $ 750 Very Good 50 – 59.99 % $ 750 $ 500 Good 40 – 49.99% $ 500 $ 250 Satisfactory 30 – 39.99% $ 250 $ 125 Unsatisfactory < 30% $ 0 $ 0 (2) Volume Bonuses

The Volume Bonus is designed to promote the attainment of sales objectives at an acceptable quality level. The Franchisee has the opportunity to earn two (2) volume bonuses, which are:

a) Sales Objective Bonus of $500

i) For exceeding Sales of $100,000 for Rookies and $125,000 for Seniors; and ii) Complete Closedown as per Policies and Procedures by October 15, 2010; and iii) Upon the Franchisor surveying the Franchisee’s customers it is found that >93%

of the Franchisee’s customers would recommend College Pro.

b) President’s Award Volume Bonus of $500

i) For exceeding Sales of $125,000 for Rookies and $150,000 for Seniors; and ii) Complete a Closedown as per Policies and Procedures by October 15 2010; and iii) Upon the Franchisor surveying the Franchisee’s customers it is found that >93%

of the Franchisee’s customers would recommend College Pro.

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APPENDIX 5

CREDIT CHECK AUTHORIZATION

I make the following statement of all my assets and liabilities as of the __________ day of _____________, 2 ____. (Please answer all questions and when it is not applicable, please use N/A)

PART A - ASSETS CURRENT VALUE

Cash in Bank Government Securities, Stocks or Bonds Vehicle (Model/Year/ License plate #): Other Assets (1) ______________________ (Please explain) (2) ______________________

Total Assets

PART B - LIABILITIES & LIMITS BALANCE

CURRENT LIMIT Student School Loans

Other Loans

Credit Cards (1) _______________ (eg. Visa, CIBC) (2) _______________

Total Liabilities

N/A

Have you or any company you have owned or managed ever gone through a bankruptcy or compromised a debt? Γ Γ _________

Yes No Year Have you ever been convicted of any criminal offences? Γ Γ If yes, explain: Consent is given for a credit report to be obtained by College Pro Painters Limited or its agent. It is however understood, that the applicant supplied this information herein, to the best of his knowledge and ability and that College Pro Painters Limited relies on this fact in assessing the desirability and qualification of this applicant. Date: Signature: _____________________________________ SIN: Print Full Name: _________________________________ Permanent Address: ____________________________ City_______________________ Postal Code___________ Date of Birth: Driver Licence #: ________________________________ Next of Kin: _____________________________ Address: _______________________________________

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APPENDIX 6

FRANCHISE CHARGES Franchise Charges to the Franchisee fall into 3 Areas: 1. Royalty Charges: For the business volume done in the Franchise Area. 2. Service Charges: For the use of certain logistical services. 3. Quality Assurance Fee: A per job fee. All charges noted below exclude any goods and service taxes which would be in addition to the listed charges.

Appendix 6 (a) Royalty Charges Base Royalty: 24% of Gross Sales Royalty Reduction is a function of the date the contract is signed and the seniority of the Franchisee.

Royalty Reduction Table Manager year Reduction “A”

Contract signed by July 7th, 2009

Or Reduction “B” Contract signed by August 1st, 2009

And Reduction “C” Royalty reduction is

based on years of service

Rookie – 1st year 0 0 0 Sophomore – 2nd year 2% 1% 0

Junior – 3rd year 2% 1% 1% Senior – 4th year 2% 1% 2%

For seniors signing before August 1st, 2009 Royalty Break 2 will be reduced to $125,000. Net Royalty: 24% minus “A” or “B” _______ minus “C” _____ = ________

Minimum Royalty: 20% of Gross Sales The Franchisee shall pay a Royalty Charge to the Franchisor each week. For each week until the Franchisee’s cumulative Gross Sales reach the Royalty Break 1 noted below, the Royalty Charge shall be _____ % of the Franchisee’s Gross Sales for that week. For each week thereafter, the Royalty Charge shall be 12% of the Franchisee’s sales in that week until the Franchisee’s cumulative Gross Sales reach the Royalty Break 2 noted below. For each week thereafter, the Royalty Charge shall be 6% of the Franchisee’s sales in that week. When the Franchisee’s cumulative Gross Sales reach $225,000 royalty will be charged at 3% thereafter. The Royalty Break 1 (RB) for the Franchise Area is: $ The Royalty Break 2 (RB) for the Franchise Area is: $

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Gross Sales Definition and Verification For the purpose of this Agreement, gross sales shall be defined as: the aggregate of all revenue or other income of the Franchisee, whether collected or not by the Franchisee, arising from the operation of the Franchisee’s College Pro operation/Franchised Business. Without limiting the generality of the foregoing, gross sales shall include all revenue earned from painting contracts, sub-contracts or any maintenance and repair, and from the sale of paint or painting supplies. Gross sales shall exclude revenue from the sales of equipment or vehicles, proceeds from government wage subsidy programs, warranty work and any bonuses received from the Franchisor and the Goods and Services Tax. For greater certainty gross sales shall include any amounts invoiced to the Franchisee's customers or on which hours of work have been worked by the Franchisee's employees, whether disputed or not and whether collected or not, by the Franchisee during the Franchise Period. Gross sales shall include all fees or charges invoiced to the customer. Gross sales shall also include all paint supplies used regardless of who purchased the paint. Any amounts billed or billable by the Franchisee to his or her customers but not collected during the Operating Term shall be included in gross sales with the final Operating Term royalty payment payable by the Franchisee. For the purposes of enforcing due payment of all monies payable herein, the Franchisor reserves the right to personally, or through its representative, audit any of the Franchisee's records maintained with respect to the Franchisee's College Pro Painters operation/Franchised Business. Royalty payments shall become due upon completion of the painting job. The Franchisor may audit the Franchisee on at least one occasion during the Operating Term to ensure that the Franchisee has complied with his or her obligations herein. The Franchisee must provide the Franchisor with complete and immediate access to all records and materials relating directly or indirectly to the Franchisee’s business so as to facilitate an efficient and effective audit. The Franchisee shall record all actual receipts of monies in a deposit receipt book provided by his or her bank whether the said monies are collected in the form of cash, cheque, money order or bank draft. Non-compliance with this royalty section is considered a serious violation of the Agreement (See Appendix 8).

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Appendix 6 (b)

A. Fixed Logistical Support Services & Charges

CALCULATION EXPENSE TO MANAGER 1. Insurance - Personal $ 250 2. Marketing & Business Kit $1,195 (less $200 upon return of all items) $ 995

30 frames and signs 2 QJOB Videos 1 Manager Golf Shirt 2 Manager Painting T-Shirts 2 Painter Painting T-shirts Proposals and all Forms 8 Employee Orientation Kits Mgr Working Binder & Client Manual 100 Consumer Marketing Brochures 2 Painter CD Roms

3. Business Communication & $ 300

Management Information Systems Software 4. Returner Conference – no flight $ 300 Returner Conference – with flight $ 550 B. Variable Logistical Service Charges * These are Franchisee marketing costs that must be paid by the Franchisee depending on the required quantities used. (see Page 6 section 18 “Promote the Business”) 1. Insurance – Liability 2.7 – 3.0 % of Gross Sales **

(Rate to be confirmed by February 2008) 2. Answering Service 1.5 – 1.7 % of Gross Sales * (min. charge of $500) 3. Lead Regeneration Charged at $25 per lead 4. Flyer Action Plan*** $125 - 140/1,000 flyers – minimum of 10,000 to be sent per Franchisee. 5. Painter Kits $60 - $80 / kit / painter + Franchisee

(1 kit for every painter therefore 10 kits) 6. Divisional Marketing $1,250 for regional marketing Programs. 7. Painter Recruiting $250 for regional recruiting programs. 8. Safety Materials $250 fall protection kit $50 per JSM Safety Binder (min. 1/crew) * Cost could vary outside Franchisor’s control ** Gross Sales definition on previous page *** Money allocated for FAP program may be transferred to other marketing programs

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Explanation of Services All services listed in this Appendix are explained in Policies and Procedures. The insurance coverage does have limitations and deductible amounts. These are specified in Policies and Procedures. Payment Those services which are not charged as part of the Royalty Charges, Liability Insurance, Answering Service or Quality Assurance Fee will be invoiced to Franchisees as outlined in Policies and Procedures. Franchisees will collect a 10% deposit of all sales booked. Beginning January 1st Franchisees will be invoiced 7.5% of all sales booked on a weekly basis, with payments being applied to the logistical services. Beginning May 9th, Franchisees will pay expense recovery to the Franchisor on outstanding logical services weekly at rates prescribed by the Franchisor. These payments are due every week until the invoice is paid in full. The $200 deposit made at the time of signing this Agreement will be applied to the final Logistical Support Services billing calculated at Closedown. Any excess from the $200.00 would be returned to the Franchisee at the end of the Close-Out Term. Payment Upon Termination – In the event that this Agreement is unilaterally or mutually terminated after March 1st, the full payment of all charges would become immediately due and payable. The Service Charges would be pro-rated as per Policies and Procedures.

Appendix 6 (c) Quality Assurance Fee The Franchisee must pay a Quality Assurance Fee for every Job produced by the Franchisee. This payment to the Franchisor is to be made weekly. These payments are primarily used to offset the warranty work, customer service and quality assurance programs. Payments are to be made for every job regardless of the nature of the service provided. The payments per Job are based on the total dollar sales of the Job: (i) All Jobs < $ 5,000.00:

Job Value < $ 500.00 = $ 30.00 per job Job Value $ 500 - $ 2,000 = $ 65.00 per job Job Value $ 2,000 - $ 5,000 = $ 95.00 per job

(ii) All Jobs > $ 5,000.00:

2.5% of pre-G.S.T. sales value of the specific job. - Job Definition For purposes of the Quality Assurance Fee, a Job is defined as each booked and produced job that is written on a separate or distinct proposal. (Example: A landed exterior proposal and an interior proposal would be considered 2 separate Jobs)

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APPENDIX 7

SCHEDULE OF DAMAGES TO BE PAID BY FRANCHISEE IN THE EVENT OF UNILATERAL TERMINATION BY THE FRANCHISEE*

Preamble: It must be understood by the Franchisee that College Pro is a Franchise designed primarily for students. As such, Franchisees are not required to submit a significant up-front deposit. This deposit would normally act as a deterrent to prevent a Franchisee from unilaterally breaking a Franchise agreement. In the absence of a significant deposit, it is important that College Pro have some kind of protection. 1. If a suitable replacement Franchisee cannot be found:

a) The full damages incurred by the Franchisor for lost revenues during the Operating Term will be payable by the Franchisee to the Franchisor, if no alternative or replacement Franchisee, satisfactory to the Franchisor can be found in time to be properly trained for the Operating Term. The damages can range from $5,000.00 to $10,000.00. Training for the Operating Term begins in January, 2010. Approval by the Franchisor to an alternative or replacement Franchisee shall not be unreasonably withheld.

2. If a suitable replacement Franchisee is found:

a) If termination occurs during the period up to but not including the first training session, damages of $750.00, which the parties acknowledge is a genuine pre-estimate of the damages College Pro will suffer as a result of the Franchisee’s repudiation of the Franchise Agreement, plus the amounts referred to in items 3 (a) and 3 (b) below; and

b) If termination occurs at any other time, damages of $1,500.00, which the

parties acknowledge is a genuine pre-estimate of the damages College Pro will suffer as a result of the Franchisee’s repudiation of the Franchise Agreement, plus the amounts referred to in items 3 (a) and 3 (b) below.

3. In all cases of termination at any time:

a) Any postage delivery or collection costs incurred in retrieving all information, manuals and materials from the Franchisee to a place to be designated by the Franchisor.

b) Any legal or travel costs incurred in collecting the costs and damages.

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APPENDIX 8

SCHEDULE OF DAMAGES TO BE PAID BY FRANCHISEE IN THE EVENT OF TERMINATION BY THE FRANCHISOR

Preamble: The Franchise Agreement is built on the trust that the Franchise will disclose and

pay royalties on all Gross Sales, and acts responsibly towards his/her clients, employees, and the environment. The nature of the relationship makes it imperative that this trust is not broken. For this reason College Pro considers it a serious violation of the agreement if:

(i) A Franchisee submits a work proposal to a potential customer and the

proposal is not on a standard College Pro proposal form; or

(ii) A Franchisee does not deposit all business receipts into their business account registered in the Franchisee's name. A duplicate deposit book must be used for all receipts; or

(iii) A Franchisee declares less Gross Sales during the weekly period or at

closedown than were actually invoiced by the Franchisee to the Franchisee's customers.

In any such event, all of the following actions would be immediately imposed:

(i) Automatic termination as outlined in Section 6(3);

(ii) Royalty due on the Gross Sales; (iii) Loss of all quality and volume bonuses which might otherwise be payable

to the Franchisee by the Franchisor; (iv) $4,000 per month for the months in the Operating Term not serviced by

the Franchisee as a result of the automatic termination noted above. The $4,000 per month represents part of the genuinely estimated actual loss to the Franchisor.

(v) Compensation for any legal costs incurred in collecting the damages

referred to in this appendix. In addition to the above, there are minor breaches of the Franchisee Agreement that when made by the Franchisee would cause the Franchisor to incur costs it would not otherwise incur. These include NSF payments and late administrative and logistical items. Minor charges associated with these breaches are outlined in Policies and Procedures.

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APPENDIX 9

FRANCHISEE PRIVACY POLICY Subject: Personal Information Protection and Electronic Documents Act “PIPEDA” obligations in connection with the Franchise Agreement (the “Agreement”) between College Pro Painters Limited (“College Pro”) and _____________________________ dated __________________, _____. (Franchisee Name) As you may be aware, PIPEDA imposes privacy obligations for all personal information held by all commercial entities effective January 1 2004. This legislation requires College Pro to ensure its Franchisees treat any personal information of individuals with appropriate privacy obligations. This letter is to advise you of the privacy obligations that we require you to abide by as a Franchisee of College Pro. Please sign this letter where indicated below to confirm your agreement with this letter. You must adopt a privacy policy, which shall be in the form attached hereto, and otherwise abide by the requirements of PIPEDA or any other applicable privacy legislation from time to time. Without limitation, you may not use or disclose personal information in any way except as necessary to perform services under the Agreement for customers. You must use security measures adequate to the sensitivity of the personal information to prevent the unauthorized use and disclosure of personal information both to and by third parties, and to and by your employees who have no need to view personal information for the performance of your services for customers. You must promptly notify College Pro of any requests for disclosure of personal information by any party and of any accidental or unauthorized access to such information. If you subcontract any part of your services you must obtain contractual obligations similar to those contained in the attached subcontractor language from the subcontractor. You hereby consent to College Pro publicizing or providing your identity as a Franchisee along with contact information to the public and to potential suppliers, and to sharing sales and other financial information, performance data and biographical data with other Franchisees and potential Franchisees. If you wish College Pro not to so share any such information, you must advise your College Pro Vice-President in writing. ____________________________ Franchisee Signature

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SCHEDULE A

TRADE-MARKS Trade-Mark Registration Number College Pro Painters 250,361 College Pro Painters Ltd. 250,362 College Pro 251,979 College Pro 261,134 Les Peintres Etudiants College Pro 385,936 362,184

CPOWER 610,878 together, realizing potentials 701,499 I am College Pro 626,992

701,498