SPEEDPRO USA, LLC an Arizona limited liability company ...

SpeedPro USA, LLC Non- Registration States Unit Franchise Disclosure Document © 2013 as amended June 4, 2013

FRANCHISE DISCLOSURE DOCUMENT

SPEEDPRO USA, LLC an Arizona limited liability company 15333 North Pima Road, Suite 100,

Scottsdale, Arizona 85260 (480) 422-2022

[email protected] www.speedproimaging.com

This disclosure document offers Speedpro Imaging unit franchises. A Speedpro Imaging unit franchise

sells premium, large scale printing, reprographics and related services to the general public. The total investment necessary to begin operation of a Speedpro Imaging unit franchise ranges from $224,200 to $353,400. This includes $296,900 that must be paid to the franchisor or an 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 this 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. Note, however, that no government agency has verified the information contained in this document. You may wish to receive your disclosure document in another format that is more convenient for you. To discuss the availability of disclosures in different formats, contact Blair Gran at 15333 North Pima Road, Suite 100, Scottsdale, Arizona 85260 and (480) 422-2022.

The terms of your contract will govern your franchise relationship. Do not 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 an 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, DC 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: March 28, 2013 as amended June 4, 2013

mailto:[email protected]�


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 I 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:

1. THE FRANCHISE AGREEMENT REQUIRES YOU TO RESOLVE DISPUTES WITH US BY ARBITRATION ONLY IN ARIZONA. OUT-OF-STATE ARBITRATION MAY FORCE YOU TO ACCEPT A LESS FAVORABLE SETTLEMENT FOR DISPUTES. IT MAY ALSO COST MORE TO ARBITRATE WITH US IN ARIZONA THAN IN YOUR HOME STATE.

2. THE FRANCHISE AGREEMENT STATES THAT ARIZONA LAW GOVERNS THE AGREEMENT, AND THIS LAW MAY NOT PROVIDE THE SAME PROTECTION AND BENEFITS AS LOCAL LAW. YOU MAY WANT TO COMPARE THESE LAWS.

3. 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 make sure to do your own investigation of the franchise.


STATE EFFECTIVE DATES

The following states require that the Franchise Disclosure Documents 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. The Franchise Disclosure Document is registered on file or exempt from registration is offered by a separate disclosure document.


TABLE OF CONTENTS

Item Description Page 1. The Franchisor, and Any Parents, Predecessors and Affiliates ............................................. 5 2. Business Experience .............................................................................................................................. 7 3. Litigation .................................................................................................................................................... 8 4. Bankruptcy ................................................................................................................................................ 9 5. Initial Fees ............................................................................................................................................... 10 6. Other Fees ............................................................................................................................................... 11 7. Your Estimated Initial Investment ................................................................................................ 15 8. Restrictions on Sources of Products and Services .................................................................. 17 9. Franchisee’s Obligation ..................................................................................................................... 20 10. Financing ................................................................................................................................................. 21 11. Franchisor’s Assistance, Advertising, Computer Systems and Training ........................ 22 12. Territory .................................................................................................................................................. 28 13. Trademarks ............................................................................................................................................ 29 14. Patents, Copyrights and Proprietary Information .................................................................. 31 15. Obligation to Participate in the Actual Operation of the Franchise Business .............. 32 16. Restrictions on What Franchisee May Sell ................................................................................. 33 17. Renewal, Termination, Transfer and Dispute Resolution .................................................... 34 18. Public Figures ........................................................................................................................................ 41 19. Financial Performance Representations ..................................................................................... 42 20. Outlets and Franchisee Information ............................................................................................. 43 21. Financial Statements........................................................................................................................... 50 22. Contracts ................................................................................................................................................. 51 23. Receipts .................................................................................................................................................... 52 Exhibits A. Directory of Franchise Regulators/Agents for Service of Process B. Franchise Agreement C. Financial Statements D. Acknowledgement Regarding Ownership or Other Interests E. Guaranty of Franchisee’s Obligations F. Confidential Operations Manual Table of Contents G. Consent and Agreement of Landlord H. Confidentiality and Non-Competition Agreement I General Release of Claims J Agents for Service of Process K. Statement of Prospective Franchisee L. Franchisee List M. State Addendums N. Acknowledgement of Receipt (2 copies)


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

To simplify the language in this disclosure document, “we” or “us” means Speedpro USA, LLC, an

Arizona limited liability company, the franchisor. “You” means the person who buys the franchise. If you are a corporation or other business entity, the term “you” refers only to the business entity, and not to its principals, unless otherwise stated.

Franchisor, Its Predecessors, and Affiliates

We are an Arizona limited liability company that was formed on January 10, 2006. We do business under the name “SpeedPro,” “SpeedPro Imaging” and Speedpro USA, LLC. We do not do business under any other names. Our principal business address is 15333 North Pima Road, Suite 100, Scottsdale, Arizona 85260. See Exhibit K for our agents for service of process.

We acquired certain of our assets from Speedpro USA, Inc., a Texas corporation (“Speedpro-TX”). The principal place of business of Speedpro-TX is 5500 Democracy Drive, Plano, Texas 75024. Speedpro-TX, which owns a minority membership interest in Speedpro USA, LLC, sold 1 Speedpro franchise in the State of Texas. Speedpro-TX offered franchises of the type described in this disclosure document from March 2005 to December 2005. In January 2006, we assumed Speedpro-TX’s rights and obligations under its franchise agreement with the Texas Speedpro franchise. Under our Operating Agreement, Speedpro-TX controls our day-to-day operations and is our manager. In 2004, we began offering master franchises. A master franchise is offered under a separate offing, which must be registered in a franchise registration state before the master franchises can be offered in that state.

Except as discussed above, we have neither operated a business of the type described in this disclosure document, nor offered franchises in any other line of business. Except as disclosed above, we have no predecessors, parents or affiliates.

Our Business Activities and the Franchises to be Offered in this State

We offer franchises to operate a single Speedpro Imaging Center (called a “Center” or the “Franchised Business”). Centers provide premium, large scale printing, reprographic services (reprographic services are reproductions of graphics through mechanical or electrical means, such as photography or xerography, commonly used in catalogs, archives, and the architectural, engineering, and construction industries), and related services. Centers operate under the name SPEEDPRO and SPEEDPRO IMAGING, and use other trade names, service marks, and trademarks that we currently use or may designate in the future (our “Marks”), and our proprietary business system (the “System”). Our System includes a distinctive exterior and interior Center design, décor, color scheme, fixtures and furnishings, the Marks, our “Standards” (the standards, specifications, policies, procedures, and techniques related to the location, establishment, operation, and promotion of a Center), techniques for creating, installing, and applying large scale prints and reprographics, inventory and management control procedures, training and assistance, and advertising and promotional programs.

We will train you to operate the Franchised Business. No prior printing, reprographic, or related experience is required.


As a SpeedPro Imaging franchisee, you will sell products and services primarily to commercial clients. The market for large scale signage, reprographics, and related products is well developed. You will sell products and services primarily to commercial clients in the sign, architectural, photographic, and artistic reproduction industries. You may compete with other franchised and non-franchised digital print shops and reprographics shops. Sales are generally not seasonal.

Industry-Specific Laws and Regulations

We are not aware of any laws or regulations specific to the printing or reprographics industry.


ITEM 2 BUSINESS EXPERIENCE

Blair Gran – President & CEO

Mr. Gran is our founder, has been the President of our predecessor and manager, SpeedPro-TX, since its organization in April 2004, and has owned a controlling interest in SpeedPro USA, LLC since our organization in January 2006. In February 1992, he founded SpeedPro Systems Western Canada, LTD., located in Kelowna, British Columbia, Canada, which franchised sign printing businesses throughout Canada. Mr. Gran served as its president through November 2005.

Steve Phelps - Vice President of Business Development Mr. Phelps has been a franchise development consultant with us since our organization in January 2006, and has been in charge of domestic franchise development as our Vice President of Business Development since September 2007. Steve is also a marketing trainer, working on-site with franchisees and their staff in the execution of our marketing systems. Mr. Phelps was the Vice President of Marketing of Sterling Distributing Company, Inc., a wholesale food distributor in Brea, California, from February 2000 to January 2006.

Matt Gemmill - Executive Director of Operations Mr. Gemmill previously worked for SpeedPro USA as a Product Manager and head trainer from January 2000 to July 2004, and rejoined our team in January 2009 as a technical support specialist. He has been our Executive Director of Operations since July 2009. From July 2004 to July 2008, he was a Regional Sales Manager for Roland DG Corporation, in Irvine, California.

Shawn Smyth - Technical Support Manager Mr. Smyth has been our Technical Support Manager since July 2009. From January 2008 to July 2009, he was a field service technician for PrePress Professionals, a large-format printer service and repair company located in Huntington Beach, California. From September 2006 through December 2007, he was a graphic supplies consultant for Calcomp Graphics Solutions, a distributor of large-format printers and supplies located in Cypress, California. From August 2004 through August 2006, he was a customer service representative for Roland DG Corporation, in Irvine, California.


ITEM 3 LITIGATION

No litigation is required to be disclosed in this Item.


ITEM 4 BANKRUPTCY

No bankruptcies are required to be disclosed in this item.


ITEM 5 INITIAL FEES

Initial Franchisee Fee

You must pay us an Initial Franchise Fee of $49,900. When you apply for a SpeedPro Imaging franchise, you must pay us a refundable deposit of $5,000 and identify a proposed territory in which to locate a Center. We will not establish another franchised or company-owned Center in the proposed territory for 3 months after we receive your application and deposit. If you purchase a franchise, the deposit will be applied to the Initial Franchise Fee. If you elect not to purchase a franchise, we will refund the entire deposit. You must pay the balance of the Initial Franchise Fee when you sign the Franchise Agreement. The Initial Franchise Fee is nonrefundable when you sign the Franchise Agreement and uniform for all franchises currently being offered.

Start-up Fee

You must also pay us a Start-Up Fee of between $149,500 and $247,000 (depending if you opt, to purchase the “Speedpro Power Play, which adds the FB 500 Substrate Direct Printing System for an additional cost of $97,000, 50% of which is payable when you sign the Franchise Agreement and the balance of which is payable when you sign a lease for your Center. The Start-Up Fee is nonrefundable upon payment, must be paid in certified or immediately available funds, and is uniform for all franchises currently being offered. The Start-Up Fee is for a package of equipment and supplies that you will need for the operation of your Center. It includes your computer hardware and software, office furniture, and supplies. The contents of the start-up package are listed in Schedule A to the Franchise Agreement, which is attached to this disclosure document as Exhibit B.


ITEM 6 OTHER FEES

Name of Fee

Amount

Due Date

Remarks Royalty Fee 6% of monthly Gross

Sales up to $30,000 per month; 4% of

monthly Gross Sales exceeding $30,000 for

the same month

Monthly See Note 2.

Advertising and Promotion Fund

Contribution

Up to 2% of monthly Gross Sales

Monthly .

Cooperative Advertising

Variable, but no greater than 2% of

Gross Sales

Monthly See Note 3.

Additional and advanced training,

conferences, conventions, and

seminars

Costs for instructors, materials, training aids, and expenses

Prior to training

Supplier approval / inspection fee

Reasonable cost of the inspection plus

reimbursement of travel and other out-of-pocket expenses

incurred in connection with

testing

As invoiced

Renewal Fee $10,000 Before renewal

Transfer Fee $10,000 Before transfer

Payable only in the event of a Transfer.


Broker commission

Variable Upon the sale of your

franchise

If you retain or authorize us to retain the services of

a business or franchise broker to procure a buyer

for your franchise, you must pay the broker a

commission. The amount of the commission will

vary, but it is typically a percentage of the sale price of the franchised

business. Software Support

Fee $50 per month 1st of each

month You are required to use Impact, our proprietary

software, in the operation of your Center, and pay us a monthly fee for ongoing technical support, updates

and upgrades to Impact. Indemnification Amount of liability,

costs, and expenses Upon demand See Note 4

Reimbursement Amount of expense advanced plus

interest

Upon demand You must reimburse us if we pay your expenses when you fail to do so, such as rent, taxes, or

other liabilities. Improvements,

updates, and upgrades

Cost of improvements, updates, and

upgrades

Promptly upon notice

from us

See Note 5

Audit-related expenses

Audit-related costs and expenses if an

audit reveals an understatement of

Gross Sales of 3% or greater

Upon demand See Note 6.

Interest Prime Rate plus 3% or maximum rate

permitted by law, whichever is less on all amounts not paid

when due

Upon demand

Late Fee $100 Upon demand Payable only if Royalty Fees are paid 2 or more days after the due date.

Additional on-site training and

opening assistance

Travel, lodging, and expenses

When invoiced

.


Modifications to marks

Varies As Arranged See Note 6.

Liquidated damages for misuse of the

marks

$2,000 per day Upon demand Payable only if you fail or refuse to discontinue use

of the Marks upon expiration or termination

of the Franchise Agreement.

Liquidated damages for

removing business materials

$1,000 per day Upon demand Payable only if you remove Business

Materials from the Center premises without

permission. Site selection Our expenses On demand Payable upon our

assessment of suitability of sites.

Relocation costs Costs and expenses of relocation

When incurred

You are responsible for all costs of relocation,

including costs incurred by us.

Notes:

1. Except for the Broker Commission, all fees are imposed by, payable to and collected by us. All fees

are nonrefundable unless otherwise stated. All fees are uniformly imposed for all franchises currently being offered.

2. “Gross Sales” means all receipts or receivables at or from the Franchised Business and revenues

from any source arising out of the operation of the Franchised Business. Gross Sales includes the selling price of gift certificates and insurance proceeds for loss of profit or business or for damaged goods. Each installment sale and credit charge will be treated as having been received in full at the time the charge or sale is made, regardless of when you actually receive payment. Gross Sales does not include the amount of sales tax or similar tax imposed by any federal, state, municipal, or other government authority that you collect and properly remit to the taxing authority. It also does not include the amount of any returns, refunds, or allowances, or that part of the sales price satisfied by a deposit or gift certificate if the deposit or gift certificate has previously been included in Gross Sales.

3. Either SpeedPro or the advertising cooperative will determine the amount of your monthly

cooperative advertising contribution, but it cannot exceed 2% of your Gross Sales unless a majority of the cooperative members agree on a higher contribution. Your cooperative contribution will be credited toward your Minimum Local Advertising Expenditure, but not toward your Advertising and Promotion Fund Contribution. We will be entitled to vote on each matter on which the cooperative votes. Each member of an advertising cooperative will have one vote per Center (whether operated by a franchisee, by us, or by an affiliate of ours). Each Center operated by us or by an affiliate of ours in an area in which an advertising cooperative has been


established will contribute to the cooperative on the same basis as other members of that cooperative.

4. You must indemnify us from and against all losses, damages, fines, costs, expenses or liability

(including reasonable attorneys’ fees and all other costs of litigation) incurred in connection with any action, suit, demand, claim, investigation or proceeding, or any settlement thereof, which arises from or is based upon Franchisee’s(a) ownership or operation of the Franchised Business; (b) violation, breach or asserted violation or breach of any federal, state or local law, regulation or rule; (c) breach of any representation, warranty, covenant, or provision of this Agreement or any other agreement between Franchisee and Franchisor (or any Affiliate); (d) defamation of Franchisor or the System; (e) acts, errors or omissions committed or incurred in connection with the Franchised Business, including any negligent or intentional acts; or (f) infringement, violation or alleged infringement or violation of any Mark, patent or copyright or any misuse of the Confidential Information. The obligations of this Section shall expressly survive the termination of this Agreement.

5. You must regularly clean and maintain the Center location, and you must replace worn out or

obsolete fixtures, equipment, and signs. When necessary, you must repair the interior and exterior, and periodically redecorate. If at any time the general state of repair, appearance of cleanliness of the Center location does not meet our Standards, we will notify you and ask you to cure the deficiency. If you fail to cure the deficiency, we may enter onto the Center premises and have the repairs or maintenance performed at your expense.

6. If any audit or examination reveals that you have underreported Gross Sales by 3% or more, you

must promptly pay all fees due on the unreported amount plus interest, and reimburse us for all expenses we incurred in connection with performing the audit or examination. We may also require that you permit us to access your database and books and records at any time for the review and transmission of financial information.

7. If we designate new, modified, or replacement Marks for you to use, you must pay your own

expenses to implement the required changes.


ITEM 7 YOUR ESTIMATED INITIAL INVESTMENT

YOUR ESTIMATED INITIAL INVESTMENT

Type of Expenditure Amount

Method of

Payment When Due

To Whom Payment is to be

Made Franchise Fee (1) $49,900 Lump

sum When you sign the

Franchise Agreement

Us

Start Up Fee (1) $149,500-$247,000

Lump sum

50% payable when you sign the

Franchise Agreement; balance due when you sign

the lease for the Center

Us

Rent and Security Deposit (2)

$2,000 to $8,000

As arranged

When signing your lease

Your landlord

Business Permits and Licenses (3)

$0 to $1,000 As arranged

Before opening for business

Licensing authorities

Business Insurance

Premiums (one year) (4)

$800 to $1,300 As arranged

Before opening for business and

monthly thereafter

Your insurance company or

broker

Utility Deposits (5) $0 to $1,000 As arranged

When arranging for utilities

Utility companies

Professional Fees

(6) $2,000 to

$5,000 As

arranged Before opening for

business Your attorneys,

accountants, or other business advisors

Additional Funds (3 months) (7)

$20,000 to $40,000

Us, employees, landlord, third party suppliers, attorneys,

accountants, business advisors, and

insurance companies.

Total (8) $224,200 to $353,400 Notes: 1. See Item 5 for more information about the Initial Franchise Fee and the Start Up Fee. As part of

the Start Up Fee, you may opt, but are not required, to purchase the “Speedpro Power Play, which adds the FB 500 Substrate Direct Printing System for an additional cost of $97,000, which is designed to enhance the output capacity of the business.


2. Our Centers typically occupy 1,800 to 2,500 square feet of commercial space. Rental costs vary greatly, and we recommend that you consult with a commercial realtor in your area before signing the Franchise Agreement. The low end figure assumes that your landlord does not require a security deposit and/or does not charge for the first few months of rent; the high end figure assumes monthly rental costs of $2,000, and a required security deposit equal to 1 month’s rent. Your required security deposit or rent may be higher than these estimates.

3. The figures in the chart represent the estimated costs of obtaining business permits and licenses.

We recommend that you consult with your own attorney to help you identify and comply with any permit or licensing requirements in the jurisdiction in which you will operate the Center.

4. Actual insurance premiums will depend on the location of the Center, local market conditions,

your prior loss experience, and the prior loss experience of your insurance carrier. 5. Utility deposits vary from location to location. 6. These figures represent the estimated cost of engaging an attorney, accountant, and/or other

business and financial advisors to review this disclosure document (including agreements) and to assist you in organizing a business entity to operate the Center.

7. The figure in the chart reflects the working capital we estimate that you will need to pay employee

salaries and wages, utilities, legal, and accounting fees and other expenses during the initial phase of your franchise operation, which we estimate to be 3 months. This figure does not include any amount for debt service. Your actual costs will depend on a number of factors, including local economic conditions, prevailing wage rates, and your own business skill and experience. These estimates do not include anything for your salary or living expenses. You should review these figures carefully in light of local conditions and the economy, and consult a business advisor if necessary.

8. In preparing these estimates, we relied on our affiliates’ and franchisees’ experience in operating

Centers in the United States and in Canada. The figures in the chart are estimates only. Your actual investment may exceed these estimates depending upon a variety of factors including, among other things, the location and size of your Center. You should carefully review these figures and compare them with information you obtain from local sources, and then discuss your findings with a business or legal advisor before you make a decision to purchase a franchise.

9. All expenditures are non-refundable unless specifically noted otherwise. We do not guarantee that you will have greater start-up expenses than these estimates, or that you will need more operating funds than these estimates. Your actual investment and expenses will vary according to region, the time of year, the number of accounts you are servicing, and other factors. We do not imply or guaranty that you will “break even” by any particular time.


ITEM 8 RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES

Fixtures, Equipment, & Signs

You will use only those fixtures, equipment, and signs that we have supplied or approved that meet our specifications. If we do not supply such fixtures, equipment, and signs, you will purchase them from the suppliers that we designate.

Supplies & Materials

We may require you to purchase from us or from our affiliate or designated suppliers any equipment, supplies, products and services that you use in operating a Center, such as your imaging and printing equipment and supplies, office furniture, and vehicle wrap installer. We provide you with all the equipment and supplies you need to open your Center in the start-up package. The contents of the start-up package are listed in Schedule A to the Franchise Agreement, which is attached to this disclosure document as Exhibit B.

We will provide you, in the Manual or other written or electronic form, with a list of services and products that must be purchased from designated sources and, if required, a list of designated suppliers after you sign your Franchise Agreement, and we have the right to add or delete services, products, or suppliers from the list.

You may request our approval to purchase any products or services from other suppliers. In considering your request, we may require you to submit to us for testing purposes samples of the proposed supplier’s products or services. Although there is no time limit in the Franchise Agreement, we will notify you of our approval or disapproval within 30 days after we receive all the necessary information. We will base our approval of suppliers upon a variety of factors, including their ability to meet our Standards, their quality controls, their capacity to supply our franchisees’ needs promptly and reliably, and their prices. We do not charge a fee for approving suppliers.

Nothing in the Franchise Agreement requires us to consider your request or grant our consent. We may revoke approval of any designated supplier at any time if the quality of the product and the supplier’s financial condition and ability to satisfy your requirements do not continue to meet our satisfaction.

You may purchase any products or services for which we have not established designated sources from any supplier of your choice; however, the products and services must conform to our specifications. We may provide products and services, but we are not the only approved supplier, except for the Start-up Package described below. We established our specifications based on our affiliates’ and franchisees’ experience in operating Centers, and we communicate our specifications to you via the Manual. We may modify our specifications, in our sole discretion, and will communicate all modifications through revisions to the Manual or through other written communication. Because of price discounts, benefits or other legitimate sales incentives, we may require you to participate with us or with other franchisees when purchasing certain products or services to be sold or used in the Franchised Business.


Advertising

All of your advertising must be conducted in a dignified manner, must be completely accurate and

truthful, conform to all applicable laws and regulations relating to consumer advertising and to such standards and requirements as we may specify from time to time in writing, must give notice that the franchised business is independently owned and operated, and must be approved by us in advance. We will provide you with a number of camera-ready advertisements for use in various media. If you wish to use an advertisement that we have not provided and that has not been previously approved, you must submit it to us by certified mail, return receipt requested, for approval. The approval of advertising will be made on a case-by-case basis using purely subjective criteria.

Start-up Package

You are required to purchase a start-up package from us containing computer hardware and software, office furniture, carpet, paint, and other supplies you will need for the operation of the franchised business. The contents of the start-up package are listed in Schedule A to the Franchise Agreement, which is attached to this disclosure document as Exhibit B. The cost of the start-up package is between $139149,500 and $247,000 (depending if you opt, to purchase the “Speedpro Power Play, which adds the FB 500 Substrate Direct Printing System. We will derive revenue equal to the Start-up Fees that you and other franchisees pay for the start-up package. We are the only approved supplier for the Start-up Package.

Minimum Local Advertising Expenditure

To generate customers for your franchised business, you must conduct, at your expense, advertising and promotion directly related to your franchised business within your local trading area (“Local Advertising”). You must spend at least 2% of your Gross Sales for Local Advertising each calendar month. You must give us a detailed report of your Local Advertising expenditures if we request it. If you fail to spend at least the Minimum Local Advertising Expenditure for 6 consecutive months, you will be in default of your Franchise Agreement and we may terminate your franchise.

Insurance

You must obtain and maintain insurance as we may specify in the Manual, in addition to any other insurance that may be required by applicable law, or by any lender or lessor. Neither we nor any affiliate of ours will derive revenue as a result of your purchase of insurance. All insurance policies must name us as an additional insured. You cannot open your Center until you have obtained all the required insurance coverage. If you fail to obtain and maintain this insurance coverage, we have the right to obtain it on your behalf and to charge you for the cost plus interest. We have the right to increase the minimum coverage, decrease the maximum deductible, or require different or additional kinds of insurance to reflect inflation, changes in standards of liability, higher damage awards, or other relevant changes in circumstances. We must give you at least 30 days’ written notice.


Computer System

To operate your Center, you will need a computer system and certain required computer programs. The specifications for the computer system are listed in the Manual. You will be required to use our proprietary web-based operations software, Impact©. The computer system, including Impact, is included in your start-up package. You will also be required to pay us a monthly support fee of $50 for technical support, updates and upgrades to Impact. In the future, you may be required to purchase or lease other proprietary software from us, an affiliate of ours, or from a third party designated by us.

We estimate that the cost of goods purchased in accordance with the specifications described above will represent approximately 60% to 70% of your initial investment to commence the operation of your Center (the exact percentage will depend upon the amount of your other variable start-up expenses), and approximately 20% to 25% of your operating expenses. Except as described above, we have not established any specifications or designated suppliers for the equipment and supplies necessary to operate your Center.

In fiscal year ending December 31, 2012, our total revenues were $ 8,535,693 and $665,854 or 8% was derived from vendor or suppliers of our franchisees. In fiscal year ending December 31, 2012 our total revenues were $ 8,535,693 and $5,540,745 or 65 % was derived from franchisee purchases..

None of our officers owns an interest in any supplier.

Except for the start-up package and the Impact software as described above, we do not offer or sell goods or services to franchisees, or derive any revenue from franchisees’ purchases of goods or services from other suppliers. We do not receive any payments or other benefits from suppliers as a result of purchases by franchisees. We do not provide material benefits to a franchisee based upon the franchisee’s use of designated or approved sources. We negotiate purchase arrangements, such as volume discounts, with some of our approved suppliers for the benefit of our franchisees. Except as described above, you are not required to purchase any goods or services from any particular supplier. There are no purchasing or distribution cooperatives.


ITEM 9 FRANCHISEE’S OBLIGATIONS

FRANCHISEE’S OBLIGATIONS The following 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.

Obligation

Section in Agreement Disclosure

Document Item a. Site selection and acquisition / lease 3.1, 3.4, 3.5, & 5.1 11 b. Pre-opening purchases / leases 3.5, 5.1, & 5.2 5, 6, 7, & 8 c. Site development and other pre-opening

requirements 3.2 & 5 5, 6, & 11

d. Initial and ongoing training 6 6, 7, & 11 e. Opening 5.3 & 5.4 6, 7, & 11 f. Fees Summary Pages, 5.5, 8,

9, & 11.6 5, 6, 7 & 8

g. Compliance with Standards and policies / Operating Manual

3.2, 3.3, 5.2, 5.5, 6.3, 6.4, 7, & 13.2

13, 14, 16, & 17

h. Trademarks and proprietary information 7.7, 7.8, 7.15, 13, & 16.2 13 & 14 i. Restrictions on products / services offered 3.2 & 3.7 8 & 16 j. Warranty and customer service

requirements 6.5, 7.3 & 7.5 11

k. Territorial development and sales quotas 3.4, 3.6, 10.4 & 10.6 12 & 17 l. Ongoing product / service purchases 3.7, 7.2, & 7.13 6 & 8

m. Maintenance, appearance and remodeling requirements

3.2, 3.3, 4.2, 7.12, 7.15, 7.4, 7.7

8, 11 & 17

n. Insurance 7.9 & 7.17 6, 7 & 8 o. Advertising 3.2, 7.10, 7.15, 7.16, 9.5,

10, 13.3 & 13.4 5, 6, 11 & 13

p. Indemnification 13.6, 14.5 & 18.6 6 & 8 q. Franchisee’s participation / management /

staffing 6.3 & 7 11 & 15

r. Records and reports 9.1, 9.3, 9.4, 10.6, 11 & 14.2

6 & 11

s. Inspections and audits 7.12, 9.2, 9.4, 10.3, 10.5, 10.6, 11, & 16.3

6 & 11

t. Transfer 14 17 u. Renewal 4 6 & 17 v. Post-termination obligations 13.6, 15.1, 15.2, 16.2,

16.3, 16.5, 16.6 & 18.1 17

w. Non-competition covenants 7.5 & 15 17 x. Dispute resolution 18.16 17


ITEM 10 FINANCING

We do not offer direct or indirect financing. We do not guarantee your note, lease or obligation..


ITEM 11 FRANCHISOR’S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS, AND TRAINING

Except as listed below, SPEEDPRO USA, LLC is not required to provide you with any assistance. Before you open your business, We will: 1. Approve the location of the Center (see Location of the Franchised Business, below). (Franchise

Agreement §3.1) 2. We will supply fixtures, equipment and signs for use in the Center. (Franchise Agreement §3.1) 3. We will assist you in negotiating the terms of the lease for your Center. (Franchise Agreement

§5.1.1) Our review of your lease or purchase agreement and any advice or recommendations we may offer is not a representation or guarantee by us that you will succeed at the leased or purchased premises.

4. We will prepare plans and specifications for the Center as required to comply with applicable

ordinances, building codes, permit requirements, and lease or sublease requirements or restrictions. (Franchise Agreement §5.1.2)

5. We will coordinate the build out of the site to a “white-box” format. (Franchise Agreement §5.1.3) 6. We will arrange for the delivery of all equipment, signs, and opening inventory of all necessary

products and packaging and other materials and supplies. (Franchise Agreement §5.1.4) 7. We will assist you with your Center’s Grand Opening. (Franchise Agreement § 5.3 and 5.4) 8. We will provide initial training for you and two of your employees at the Center premises.

(Franchise Agreement §6.1) 9. We will loan you a copy of our Manual, which contains mandatory and suggested specifications,

standards, and procedures (Franchise Agreement §6.1). The Manual is confidential and remains our property. You will receive a copy of the Manual when you begin the initial training program. We may give you the Manual in an electronic format on a compact disk or downloaded from on our franchisee intranet. We may modify the Manual from time to time, but the modification will not alter your status and rights under the Franchise Agreement. The total number of pages in the Manual is 237. The table of contents is listed on Exhibit G. (Franchise Agreement §6.4)

10. We will provide you assistance with establishing prices. 11. We will provide you assistance with hiring your employees.

Typical Length of Time Between Signing the Franchise Agreement and Opening For Business

The typical length of time between either the signing of the Franchise Agreement, or the first payment of consideration for the franchise, whichever is earlier, and opening a Center is between 60 and


90 days. Factors that may affect this time period may include the time it takes to find a location, negotiate a lease, obtain necessary building permits and licenses, complete build-out, and hire and train your staff. Once build-out is completed, we will determine a reasonable date by which you must take possession and begin operating the Center. If you fail to open the Center by this date, we have the right to terminate the Franchise Agreement without refunding any fees. We will provide the following assistance during the operation of your Center: 1. We will advise and guide you, at your expense, with respect to the following: providing services in

the best manner possible; purchasing inventory and supplies; maintenance of administrative, inventory control, and operating procedures; implementation of new products, services and improvements to the System; all sign related production; and maintenance and repair of equipment. (Franchise Agreement §6.5)

2. We will provide additional assistance and services requested by you if we agree to provide such

additional assistance and services. (Franchise Agreement §6.5) 3. We may administer the advertising and promotion fund and the advertising cooperative.

(Franchise Agreement § 10.5 and 10.6)

Location of the Franchised Business

You will operate your Center from a location that you propose and that we approve. Within 3 months after the effective date of your Franchise Agreement, you must provide us with site selection reports for at least 3 potential sites for your Center, each of which complies with our site selection criteria. After you have submitted site selection reports, we will schedule an on-site evaluation for each of the proposed sites. We will travel to your market once at our expense to visit the 3 proposed locations to determine the suitability of each site. If none of the sites is acceptable, you must provide us with site selection reports for at least 3 additional potential locations, and we will travel to your market again, at your expense, to visit the sites. (Franchise Agreement §3.1) The factors that we consider in approving a site are the visibility of the site, demographics of the surrounding area, ingress and egress capabilities, local competition, and the terms of the proposed lease. We also consider whether the proposed site is considered R&D or tech-flex space, and prefer single-story buildings with a bay door in the rear. There is no time limit within which we must approve or disapprove a site that you propose, but in most cases we approve or disapprove a site within 30 days after we visit it. There is no time limit within which you must secure a suitable site, but the failure of you and us to agree on a suitable site for the Center within a reasonable time would constitute a default under the Franchise Agreement (§16.1.5), for which we would have the right to terminate the agreement if you did not cure the default within 30 days. You may not purchase or lease a site until we have approved it (Franchise Agreement §3.1). You are responsible for final site selection. Our approval of a location for the center means only that your site meets our minimum site selection criteria; it is not a representation or guarantee by us that you will succeed at the leased or purchased premises.

Advertising


The advertising program for the products and services that you may offer currently consists of Internet advertising (in the form of a website) and flyers and brochures that we make available for purchase by our franchisees. All advertising is created in-house with the help of an outside advertising agency. Your Franchise Agreement requires that you spend 2% of your Gross Sales on local advertising. Your Franchise Agreement does not restrict othe media in which any advertising may be placed. We will provide you with advertisements, layouts and images for use in various media, but you are free to use your own advertising material so long as we approve it first. The approval of advertising will be made on a case-by-case basis using purely subjective criteria. There are no restrictions on the types of media in which you may advertise, but we may prohibit you from advertising in specific publications, locations, or web sites, if we determine that doing so would be likely to harm, tarnish, or impair our reputation, name, services or trademarks. All of your advertising in any medium must be conducted in a dignified manner, be completely accurate and truthful, conform to standards and requirements listed in the operations manual and to all applicable laws and regulations regarding consumer advertising, and contain a notice that your franchise is independently owned and operated (Franchise Agreement §10.7). We are not required to conduct any advertising with our own funds or provide any other marketing assistance. Any advertisement that you develop for your franchised business automatically becomes our property, and we may use it or provide it to our other franchisees for their use without compensating you (Franchise Agreement §13.9).

We do not have and do not intend to establish an advertising council composed of franchisees that

advise us on advertising policies.

Advertising Fund

In addition to local advertising requirements, we may require each Center to contribute up to 2% of its Gross Sales each month to an advertising and promotion fund (the “Fund”) that we maintain and administer. We have not yet implemented the Fund and currently do not require franchisees to contribute to the Fund. In 2012, no Fund contributions were collected. You will not be required to make any contribution to the Fund for 1 year after you open your Center. Centers owned by us or our affiliates are not required to contribute to the Fund. We have the right to use Fund contributions, in our sole discretion, to formulate, develop, place, and/or produce advertising and promotion in whatever form and media we select, for any purpose relating to advertising, promoting, or marketing our Centers or the goods or services they offer, for joint franchisor/franchisee activities, for administration of the Fund, or for any similar purpose.

We or our designee will direct all advertising programs created using Fund contributions, and we have exclusive control over the creative concepts and content of these programs, advertising placement decisions, and the allocation of Fund contributions to production, placement, and other costs. We have the right to reimburse ourselves for our costs of personnel and other administrative costs associated with providing services to the Fund, and we may use Fund contributions to defray our reasonable administrative costs and overhead incurred in connection with activities reasonably related to the Fund. Such reimbursement may be, among other things, an estimated percentage of Fund contributions. We are not required to spend any amount of Fund contributions on advertising in the area where your Center is located. There is no assurance that your Center will benefit directly or on a pro rata basis from Fund expenditures. We expect to spend Fund contributions in the year that they are received. Fund surpluses, if any, will carry forward to the following year. There is no requirement that the Fund be


audited, but each year we will prepare and make available to franchisees an unaudited statement of Fund expenditures. We will not use Fund contributions to create or place any advertisement that is principally a solicitation for new franchises, but we may include in all advertising prepared from Fund contributions (including Internet advertising) information concerning franchise opportunities, and a portion of Fund contributions may be used to create and maintain one or more interior pages on our website devoted to advertising franchise opportunities and identifying and screening requirements and applications submitted by franchise candidates.

Advertising Cooperatives

We may establish, change, dissolve, or merge local or regional marketing and advertising cooperatives in geographical areas with 2 or more Centers. Each advertising cooperative will be organized for the exclusive purpose of developing, placing, and distributing advertising and promotional materials in the geographic area served by the cooperative. If we establish an advertising cooperative in an area, each franchise within the cooperative area must join and contribute to the cooperative each month. We have the right to determine the form and manner of governing advertising cooperatives. Either we or the cooperative will determine the amount of your monthly contribution, but it cannot exceed 2% of your Gross Sales unless a majority of the cooperative members agree on a higher contribution. Your advertising cooperative contribution will be credited toward your Minimum Local Advertising Expenditure, but not toward the contributions you are required to make to the Fund. All contributions to the advertising cooperative will be maintained and administered in accordance with its governing documents. The advertising cooperative will be operated solely as a conduit for the collection and expenditure of the advertising cooperative contributions for the purposes outlined above. The advertising cooperative may not use or furnish to its members any advertising or promotional plans or materials without our prior approval. Each Center (whether franchised or operated by us or an affiliate) located within the area served by the advertising cooperative will have one vote. We will also be entitled to one vote in each cooperative, regardless of whether we operate a Center in the area served by the cooperative. Each cooperative will operate from written governing documents and must prepare monthly financial statements, all of which will be available for its members’ review. Each Center operated by us or an affiliate in an area served by an advertising cooperative will contribute to the cooperative on the same basis as other members of that cooperative. We may terminate and/or dissolve advertising cooperatives at any time. As of the date of this disclosure document, we have not established any advertising cooperatives. (Franchise Agreement §10.6)

Computer System

You will need a computer system to operate your Center. The cost of the computer system is included in the “Start-Up Fee”. You must pay us between $149,500 and $247,000 (depending if you opt, to purchase the “Speedpro Power Play, which adds the FB 500 Substrate Direct Printing System for the Start-Up Fee. You are required to use our proprietary web-based business application software, Impact©. Impact is designed to assist you with marketing, pricing, and work-flow management. The computer system, including Impact, is included in your start-up package. There are addition cost for the computer system other than the purchase of the Start-up Fee. You will be required to pay us a monthly support fee of $50, for which we will have the right and obligation to provide you with technical support, updates and upgrades to Impact. You are not required to buy an electronic case register.


Impact can only be obtained from us. It was developed specifically for our franchisees. We own the copyright to Impact. Impact has been in continuous use by our franchisees since March 2007.

In addition to the computer system provided in your Start-up Package, you must also have a means of backing up your data files and high-speed Internet access for online support for the required software. In the future, you may be required to purchase or lease other proprietary software from us or from a third party that we designate. Except as disclosed above, you are not required to enter into any ongoing maintenance or support agreement, but you may find it advantageous to do so for other software applications that you will use. The annual cost of optional or required maintenance, updating, upgrading, or support contracts will range from $600 to $900.

You will use your computer system to maintain information about your customers, prepare proposals and invoices, maintain the financial records of the franchised business, access Internet sites, and communicate with prospective and current customers, suppliers, us, and others via e-mail. We will have the right at all times to access your computer system to retrieve, analyze and use any information relating to your Franchised Business (Franchise Agreement §7.20). You are contractually required to upgrade or update your computer system during the term of the Franchise Agreement (Franchise Agreement §7.21). There are no limits on the costs you may incur to upgrade or update. Except for our obligations relating to Impact described above, we are not obligated to provide or assist you to obtain ongoing maintenance, upgrades or updates to your computer system.

Training

Before your Center opens for business, we will make available to you and your employees initial training at the Center location. Initial training is conducted on an as needed basis. It consists of a total of 102 hours of training over a 10-day period, and includes instruction in the following subjects:

TRAINING PROGRAM

Subject Classroom

Hours On-the-Job

Hours Location Soljet Setup, Software Installation & Introduction 0 8 Your Center

Software (Adobe Illustrator, Adobe Photoshop, CorelDraw)

0 16 Your Center

Software (FlexiSign Pro, ColorRip) 0 8 Your Center Soljet Training 0 24 Your Center

Lamination and Mounting 0 4 Your Center Print and Mount Center Graphics 0 20 Your Center

Hands-On Production and Instruction 0 8 Your Center Business Management Operational Systems 0 6 Your Center

Marketing 0 8 Your Center TOTAL 0 102

Training – Transfer If your Center is acquired via a Transfer and is opening and operating, we will make available to

you and your employees initial training at the Center location. Initial training is conducted on an as needed basis. It consists of a total of 76 hours of training over a 9-day period, 5 days onsite and 4 days


completed on a remote basis by you/and or your staff, via online and written resources, and includes instruction in the following subjects:

TRAINING PROGRAM – TRANSFER FRANCHISE

Subject Classroom

Hours On the Job

Hours Location Production Training (Certified Speedpro Trainer) 0 40 Your Center

Product Orientation 8 0 Online Marketing Training 16 0 Online

Business Applications software 12 0 Online Our instructors have the following experience with us:

• Blair Gran is our founder and the President of our managing member, Speedpro USA, Inc. (see

Item 2 for the details of Blair’s employment history).

• Matt Gemill was our head trainer from 2001 to 2004, left to spend 4 years with Roland DG Corporation, and rejoined Speedpro Imaging as our Executive Director of Operations in January 2009. Matt is a Professional Digital Imaging Specialist with 17 years of industry experience (see Item 2 for the details of Matt’s employment history).

• Shawn Smyth is our Technical Support Manager. Shawn has 5 years of large-format printing industry experience, and was a service technician for 2 years with Roland DG Corporation, on all equipment, recently becoming Roland Certified on the newest devices. Shawn is also color literate, meaning he writes profiles for the devices used in Speedpro locations nationwide.

We do not charge for the training, but you are responsible for paying the costs of travel, lodging,

food, and compensation for you and your employees during the training program. The initial training program is mandatory, either you or the person designated as responsible for the general oversight and management of the Center, and at least 1 employee must complete the training program to our satisfaction before the Center opens, or we have the right to terminate your franchise without refunding any fees you have paid (Franchise Agreement §6.1). After the initial training, you will be responsible for training your employees using training aids that we designate. We periodically may require that previously trained franchisees attend and participate in retraining or refresher courses. We do not charge for these courses, but you are responsible for paying the costs of travel, lodging, food, and compensation for you and your employees (Franchise Agreement §6.2).


ITEM 12 TERRITORY

You will operate the Center at a location that we approve. You may, with our prior written

consent, relocate the Center to a location within the Territory that is acceptable to us. You are responsible for all relocation costs that you incur, and you must reimburse us for any costs that we incur and services that we provide (for example, lease negotiation assistance) in connection with your relocation.

When you sign the Franchise Agreement, we will identify an area within which we will not establish another franchised or company-owned Center. The Territory will be identified in the Summary Pages of the Franchise Agreement in terms of geographic boundaries. A typical territory includes at least 5,000 businesses. You will not have a contractual right to acquire additional franchises within your Territory. There are no conditions for you to keep your rights to the Territory, such as minimum sales quotas. There are no other circumstances that permit us to modify your territorial rights. You maintain your rights to your Territory even if the number of businesses increases.

Your Territory will be exclusive, during the term of the Franchise Agreement, we will neither operate nor grant others the right to establish another Center in your Territory. We and our affiliates reserve all other rights to ourselves within and outside the Territory which may include distributing products and services, under the Marks and other trademarks, through other channels of distribution. We and other franchisees may advertise and solicit business inside the Territory, and you may advertise and solicit and perform business outside the Territory and via other channels of distribution inside and outside the Territory including e-commerce, on the internet, by way of telemarketing and other direct marketing. Neither we nor other franchisees are required to pay you any compensation for business solicited or performed in your Territory. We do not grant you any options, rights of first refusal, or similar rights to acquire additional franchises in the Territory or contiguous territories. We have no present intention to operate or offer franchises for businesses that offer similar products or services under a different trademark, but we are not contractually prohibited from doing so.


ITEM 13 TRADEMARKS

We have registered the following marks on the Principal Register of the United States Patent and Trademark Office (the “Trademark Office”). We have filed all required affidavits in connection with the registrations listed below.

Mark Registration Date Registration

Number

SPEEDPRO

May 13, 1997 2,060,515

January 13, 2009 3,560,002

December 29, 2009 3,730,894

On January 10, 2006, as part of its capital contribution to our company, SpeedPro-TX assigned to

us all rights to its business systems, trademarks, copyrights, manuals, and intellectual property. As part of this contribution, SpeedPro-TX assigned to us all rights to the “SPEEDPRO” mark, which is registered on the Principal Register of the Trademark Office.

We are not aware of any agreements currently in effect which significantly limit our right to use or

sublicense the Marks in any manner material to the franchise described in this disclosure document. We are not aware of any effective material determinations of the Trademark Office, Trademark Trial and Appeal Board, the trademark administrator of any state or any court relating to the Marks. We are not aware of any pending infringement, opposition, or cancellation proceedings or any pending material litigation involving any of the Marks. We are not aware of any superior prior rights in the Marks or infringing uses of the Marks that could materially affect their use in any jurisdiction or market area.

You may use our Marks only in connection with operating and promoting your Center and may only use such Marks according to the Standards.

You may not use the Marks in your corporate name, and every use of “SPEEDPRO” as a service mark or trade name or other identifier of your Center must be in conjunction with the suffix or other words or phrases more specifically identifying your Center in the exact format that we prescribe. You must comply with our requirements, and all requirements imposed by the jurisdiction in which you operate the Center, concerning fictitious name registration and usage. You may not register any of the Marks as part of any Internet domain name or URL, and may not display or use any of the marks or other


Intellectual Property in connection with any advertising or promotional materials, which we have not previously approved for use.

You must identify yourself as the owner and independent operator of your Center, by placing a conspicuous notice in the form and in the places we require. This may include on premises notices or prescribed designations on business forms, stationery and contracts.

You must notify us immediately when you learn about any infringement of or challenge to your use of any of our marks. We will take whatever action we think appropriate, we are not required to take any affirmative action. We are not required to protect your right to use our marks or protect you against claims of infringement or unfair competition arising out of your use of our marks. We are not required to participate in your defense or indemnify you for your expenses or damages if you are a party to an administrative or judicial proceeding involving any of our marks, or if the proceeding is resolved unfavorably to you. We have the right to control any administrative proceedings or litigation involving any of our marks. You must modify or discontinue your use of a mark and adopt any new or replacement marks at your expense if we modify or discontinue a mark or adopt a new or replacement mark. We are not required to reimburse you for your costs if you do.

We may designate new, modified, or replacement marks for your use, and require you to use them in addition to or instead of any of the previously designated Marks. These requirements may include, among other things, conducting business under a different trade name. You must pay your own expenses associated with implementing required changes, which may include, the cost of replacement signage and trade dress, purchasing replacement forms and other materials bearing the Marks, and developing replacement advertising.


ITEM 14 PATENTS, COPYRIGHTS, AND PROPRIETARY INFORMATION

We do not own any patents that are material to our business. We do claim copyright protection

and proprietary rights in the original materials used in the System, including our Manuals, our proprietary software, Impact, the content and design of all advertising and sales literature, sales forms, and other writings used in connection with the operation and promotion of the Pilot Center; the design elements of the Marks; and the content and design of the www.SpeedproImaging.com website and any other website developed and maintained by or our behalf on the World Wide Web portion of the Internet. We refer to all copyrighted materials as “Copyrighted Works.”

You and your principals must maintain the confidentiality of all information that we consider “Confidential Information.” Confidential Information means all of our trade secrets, our Standards, all information contained in the Manual, and training video materials, and all other information that we designate as “Confidential Information” for purposes of the Franchise Agreement. You may not duplicate, divulge, or use the Confidential Information for any purpose except for the purpose of operating the Center according to the Franchise Agreement. You may disclose the Confidential Information to your employees and to your business and professional advisors only on a need-to-know basis. Upon termination or expiration of the Franchise Agreement, you must immediately deliver to us all materials containing Confidential Information. All shareholders, officers, directors, partners, members, managers, and employees of the franchisee are presumed to have access to Confidential Information, and must sign a Nondisclosure and Noncompetition Agreement to maintain the confidentiality of the Confidential Information and conform with the noncompetition covenants described in Item 15 below. A copy of the Nondisclosure and Noncompetition Agreement is attached to this disclosure document as Exhibit D.

You must promptly notify us of any apparent infringement of, or challenge to, your use of any of the Copyrighted Works or Confidential Information. Our affiliates or we will take whatever action we determine to be appropriate under the circumstances. If we or our affiliate undertakes the defense or prosecution of any litigation pertaining to any of the Copyrighted Works or Confidential Information, you must sign all documents, perform such acts and otherwise cooperate with us and our counsel as we may reasonably request for purposes of carrying out such defense or prosecution.

If you or any of your principals develops any new concept, product, method, improvements, or Copyrighted Works related to the operation or promotion of a Center, you must promptly provide us written notice of the invention or development and any additional information that we may reasonably request. The invention or development will be considered our joint property, and we may use it and disclose it to other System franchisees as we determine to be appropriate, without paying you any compensation.


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

You are obligated to devote efforts to the Center on a full-time basis and continuously promote

and enhance the Center, including performing one-on-one awareness marketing. If you are an individual, you must directly supervise the Center on its premises, and must attend and successfully complete our initial training program. If the franchisee is a corporation or other legal entity, the Center must be directly supervised on-site by a person with a controlling equity interest in the franchisee entity, who must attend and successfully complete our initial training program. It is your sole obligation to personally guaranty all loans used by your Center, if necessary.

Your manager must sign a Nondisclosure and Noncompetition Agreement (Exhibit D) to maintain the confidentially of any Confidential Information that may be disclosed to him or her. No individual franchisee or owner of a non-individual franchisee may compete with us or own an interest in any competitor of ours anywhere during the term of your Franchise Agreement or within 75 miles of the Center for one year after the expiration or termination of your Franchise Agreement. All owners of a non-individual franchisee must sign a Guaranty and Assumption of Obligations (a copy is attached to this disclosure document as Exhibit C) personally guaranteeing all of the franchisee’s obligations under the Franchise Agreement.

Item 14 explains restrictions placed on managers and employees with regard to Copyrighted Works and Confidential Information.


ITEM 16 RESTRICTIONS ON WHAT FRANCHISEE MAY SELL

You may offer and sell only those products and services that we authorize for sale and those

products and services not prohibited from sale by the terms of the lease of the premises upon which your Pilot Center is located. We have the right to change the types of authorized products and services at any time. There are no limitations on the customers to whom you may sell. See the more detailed analysis in Item 8

In addition, your Center may not be used for any purpose other than as allowed by your Franchise Agreement. The products offered at other Centers may vary slightly from those offered at your Center, depending on factors like the market, the size of the Center, and market testing. These variations are in our sole discretion.

We may enter into agreements, periodically, with customers that we consider “Special Account Customers” (that is, customers that contract with us or with our affiliate for the provision of services at more than one location). To the extent that we enter into an agreement with a Special Account Customer, we will offer you the opportunity to provide services to the Special Account Customer in your Territory, and you must provide services to the customer on the terms, or on more favorable terms, to which we and the Special Account Customer agreed.


ITEM 17 RENEWAL, TERMINATION, TRANSFER, AND DISPUTE RESOLUTION

THE FRANCHISE RELATIONSHIP

The following table lists certain important provisions of the franchise and related agreements. You should read these provisions in the agreements attached to this disclosure document.

Provision Section of

Agreement Summary a. Term of the

franchise 4.1 20 years.

b. Renewal or extension of the

term

4.2 You have the right to renew for two consecutive 20-year terms if you are not in default under the Franchise

Agreement, the lease for the Center or any other agreement relating to the Center, and you have

substantially complied with the Franchise Agreement and the Standards.

c. Requirements for you to renew or

extend

4.2 You must (i) agree in writing to make capital expenditures (maximum of $5,000 for the first renewal term) to

renovate and modernize the Center and equipment, (ii) the location of the Center must be available for continued operation or another location reasonably acceptable to us

is available, (iii) reimburse us for reasonable costs for exercise of the renewal term, (iv) give us written notice not more than nine months and not less than six months

prior to expiration of the term of your desire to renew, (v) execute our then current Franchise Agreement and all

other documents and agreements as we require, (vi) pay the $10,000 Renewal Fee and (vii) execute a release of all

claims against us and our affiliates arising out of or related to the Franchise Agreement and the offer or sale of a franchise. You may be asked to sign a contract with materially different terms and conditions than your

original contract. d. Termination by you No

provision You have whatever rights you may have under applicable

law to terminate the Franchise Agreement. e. Termination by us

without cause No

provision Not applicable.



Agreement Summary f. Termination by us

with cause 16.1 We can terminate the Franchise Agreement at any time if

(i) you fail to furnish reports, financial statements, tax returns or schedules or any other documentation under the Franchise Agreement as specified in the Franchise

Agreement and such default is not cured in 15 days after notice of default or if you understate Gross sales by more than 5% (except for clerical error), (ii) the lease for the Center is terminated because of your breach, (iii) you

make an assignment that is not in compliance with the Franchise Agreement, (iv) you engage in conduct or a practice that reflects unfavorably or is detrimental or

harmful to our good name or reputation or our Marks and your do not cease such conduct or practice within two days of notice from us, (v) you are in default under the

Franchise Agreement or any other agreement with us and fail to cure such breach within five days of notice (or the

time specified under the lease, if applicable), (vi) you receive from us three or more notices of default under the

Franchise Agreement during any consecutive six month period, and (vii) you become insolvent or make an

assignment in bankruptcy or if a petition in bankruptcy is filed against and consented to by you or is not dismissed

within 30 days1 or if you make a proposal to your creditors or if any assets are seized by any sheriff, bailiff or any other officer, or (viii) you cease or take steps to cease

the operation of the Center. g. “Cause” defined-

curable defaults 16.1 See (i), (iv) and (v) in f. above. You will have the days to

cure such breaches as set forth in f. above. h. “Cause” defined-

defaults which cannot be cured

16.1 See (ii), (iii) and (vi) through (viii) in f. above.



Agreement Summary i. Your obligations on

termination / nonrenewal

16.2, 16.3, 16.4, and

16.6

Upon expiration or termination of the Franchise Agreement for any reason: (a) your rights under the

Franchise Agreement will end and you must immediately stop the use of any of the Marks and must take such

action as we deem appropriate to demonstrate the fact that you have stopped such use and have no further

interest or right thereunder; (b) you must immediately return to us all copies of the operations manual and all

brochures and other advertising materials, together with all materials (including inventory) bearing any of the

Marks; (c) you must transfer to us all telephone numbers and all listings applicable to your business under the

Franchise Agreement in use at the time of termination or expiration; (d) you will cease any further representation

that you are in operation under franchise from us; and (e) you will irrevocably appoint us as attorney in fact to take any action, execute any document or do any other act or

thing required to ensure that your covenants are complied with. Within 60 days after expiration or

termination of the Franchise Agreement, an accounting will be conducted to determine the monies due to the

parties and you must pay us in cash such amounts found to be due and owing and expenses reasonably incurred in

connection with the termination.

j. Assignment of contract by us

14.1 The Franchise Agreement is fully assignable by us, provided that such assignee agrees in writing to the

terms of the Franchise Agreement, and upon such execution you will be under no further obligations.

k. “Transfer” by franchisee –

defined

1 (Definitions)

“Transfer” means either: (a) the direct or indirect sale, assignment, transfer, conveyance, gift, pledge, mortgage,

or encumbrance of your interest, or any principal’s interest, in the Franchise Agreement or the assets of the

Franchised Business, or (b) the direct or indirect sale, assignment, transfer, conveyance, gift, pledge, mortgage, or encumbrance of any principal’s interest in you (if you

are an entity other than a natural person). l. Our approval of

transfer by you 14.2 You may not affect a Transfer without our prior written

consent.



Agreement Summary m

. Conditions for our

approval of transfer

14.2, 14.7, and 14.8

We may condition our consent to a Transfer on the following: (i) all of your obligations incurred in

connection with the Franchise Agreement or the transaction contemplated thereby are assumed by the transferee; (ii) you shall have paid all amounts owed

from supplies, materials, products and services purchased by you from us, our designated suppliers and other suppliers and all other amounts owed to us; (iii)

the transferee shall have completed our training program and executed the then prescribed Franchise Agreement

and all other agreements and other documents customarily used by us in the grant of a franchise

(provided that we will not charge the transferee an Initial Franchise Fee); (iv) you or the transferee pays to us a

Transfer Fee of $10,000, plus all applicable taxes; (viii) you will execute a mutual general release in our favor, and if the Franchise Agreement is assigned by us, then

also to our transferee; and (ix) you covenant and agree to provide a minimum of two (2) weeks of training to the

transferee in accordance with a training schedule preapproved by us. You are obligated to provide all

requested information on the proposed transferee to us, upon our request. Upon an effective Transfer, you will

retain no interest in the Franchise Agreement or the assets of the Franchised Business. Additionally, you will not advertise the Franchised Business for sale without

our prior written consent.

n. Our right of first refusal to acquire

your business

14.3 We have the right, within 60 days of receiving the exact copy of the bona fide offer, to purchase the interests for the price and on the terms and conditions contained in the offer

(except that we may substitute cash for any form of payment proposed in the offer).

o. Our option to purchase your

business

16.5 Upon expiration or termination of the Franchise Agreement, we will have an option to purchase any or all of

the assets in your business. The purchase price shall be mutually agreed or set by an experienced valuator. We

must give you notice of our intent to exercise this option within 30 days of termination or expiration of the Franchise

Agreement.



Agreement Summary p. Your death or

disability 14.5 If you die or become incapacitated, your heirs or

representatives will have 6 months to (i) execute a then-current Franchise Agreement, (ii) transfer your rights to a third party approved by us, or (iii) at the request of your

heirs or representatives, we will act as non-exclusive agent for the sale of your rights under the Franchise Agreement and the business upon terms mutually agreed upon. We will be entitled to an agreed upon fee if we provide such

services. In order to prevent an interruption of your business, you authorize us to operate your business for so long as we deem necessary. All monies from the operation

of your business during such period will be kept in a separate account, and the expenses that we incur during

such period for operating your business will be charged to such account. You will indemnify us for and against all

claims, losses or actions in connection with our operation of your business.

q. Non-competition covenants during

the term of the franchise

15.1 During the term and any extension of the Franchise Agreement, you will not in the Restricted Area (i) carry on business in competition with us or any of our franchisees, (ii) lend money to, guarantee the debts or obligations of or permit your name to be used or employed by any person,

firm, association, syndicate, corporation or other entity whose business is competitive or similar in nature to the

operation of a Center, (iii) solicit or induce for employment any person who is, at such time, employed by us or any of our franchisees, and (iv) divert or attempt to divert any business of, or any customers of any Center to any other

business that is in competition with our Centers. The “Restricted Area” means any area within a radius of 75

miles from the Center.



Agreement Summary r. Non-competition

covenants after the franchise is terminated or

expires

15.1 For a period of 1 year following the expiration or termination of the Franchise Agreement, you will not in the Restricted Area (i) carry on business in competition with us or any of our franchisees, (ii) lend money to, guarantee the debts or obligations of or permit your name to be used or

employed by any person, firm, association, syndicate, corporation or other entity whose business is competitive or similar in nature to the operation of a Center, (iii) solicit or induce for employment any person who is, at such time, employed by us or any of our franchisees, and (iv) divert or attempt to divert any business of, or any customers of any

Center to any other business that is in competition with our Centers. The restriction in (i) and (ii) is limited to

application throughout the state where the Center is located.

s. Modification of the agreement

18.15 Except modifications that are required by law, any modifications to the Franchise Agreement must be in

writing and signed by the parties. t. Integration /

merger clause 18.4 The Franchise Agreement supersedes all previous

agreements and understanding between the parties relating to the matters covered thereby. Only the terms of the franchise agreement are binding (subject to state law). Any representations or promises outside the disclosure document and franchise agreement may not be enforceable.

u. Dispute resolution

by arbitration or mediation

18.16 All claims or controversies arising out of or relating to the Franchise Agreement must be submitted to arbitration for

determination by one arbitrator in accordance with the commercial arbitration rules of the American Arbitration

Association. Arbitration will be conducted within the State of Arizona under Arizona law. Claims related to your use of

the Marks, your violation of the non-competition provisions, or requests for temporary restraining orders,

preliminary or permanent injunctions or other court procedures to obtain interim or permanent relief are exceptions to the mandatory arbitration provision.

v. Choice of forum 18.16 All claims or controversies arising out of or relating to the Franchise Agreement must be submitted to arbitration

within the State of Arizona. This provision may be prohibited by the laws of the state in which you reside. See

the state-specific addendum attached to this disclosure document as Exhibit M.



Agreement Summary w. Choice of law 18.7 Arizona law applies. This provision may be prohibited by

the laws of the state in which you reside. See the state-specific addendum attached to this disclosure document as

Exhibit M.

Termination on Bankruptcy

A provision in your Franchise Agreement that terminates the franchise on your bankruptcy may not be enforceable under federal bankruptcy law.


ITEM 18 PUBLIC FIGURES

We do not use any public figures to promote the franchise.


ITEM 19 FINANCIAL PERFORMANCE REPRESENTATIONS

The FTC’s Franchise Rule permits a franchisor to disclose 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 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 you are considering buying; or (2) a franchisor supplements the information provided in this Item 19, for example, by providing information about performance at a particular location or under particular circumstances.

We do not make any representations about a franchisee’s future financial performance or the past financial performance of company-owned or franchised outlets. We also do not authorize our employees or representatives to make any such representations either orally or in writing. If you are purchasing an existing outlet, however, we may provide you with the actual records of that outlet. If you receive any other financial performance information or projections of your future income, you should report it to the franchisor’s management by contacting Blair Gran at 15333 North Pima Blvd., Suite 100, Scottsdale, Arizona 85260, (480) 422-4022, the Federal Trade Commission, and the appropriate state or territorial regulatory agencies.


ITEM 20 OUTLETS AND FRANCHISEE INFORMATION

Master Franchises

Table One: Systemwide Outlet Summary For Years 2010 to 2012

Outlet Type

Year

Outlets at the Start of the Year

Outlets at the End of the Year

Net Change

Franchised

2010 17 24 +7 2011 24 27 +3 2012 27 29 +2

Company-Owned

2010 0 0 0 2011 0 0 0 2012 0 0 0

Total Outlets

2010 17 24 +7 2011 24 27 +3 2012 27 29 +2

Table Two: Transfers of Outlets from Franchisees to New Owners (other than the Franchisor)

For Years 2010 to 2012

State

Year

Number of Transfers

Colorado 2010 0 2011 0 2012 1

Pennsylvania 2010 0 2011 0 2012 1

Total

2010 0 2011 0 2012 2

Table Three: Status of Franchise Outlets For Years 2010 to 2012

State

Year

Outlets at

Start of Year

Outlets Opened

Terminations

Non-

Renewable

Reacquired

by Franchisor

Ceased

Operations – Other

Reasons

Outlets at End of Year

Arizona 2010 0 0 0 0 0 0 0 2011 0 0 0 0 0 0 0 2012 0 1 0 0 0 0 1

2010 1 1 0 0 0 0 2


State

Year

Outlets at

Start of Year

Outlets Opened

Terminations

Non-

Renewable

Reacquired

by Franchisor

Ceased


Reasons


California

2011 2 0 0 0 0 0 2 2012 2 0 0 0 0 0 2

Colorado

2010 1 0 0 0 0 0 1 2011 1 0 0 0 0 0 1 2012 1 0 0 0 0 0 1

Florida

2010 1 0 0 0 0 0 1 2011 1 0 0 0 0 0 1 2012 1 0 0 0 0 0 1

Iowa

2010 1 0 0 0 0 0 1 2011 1 0 0 0 0 0 1 2012 1 0 0 0 0 0 1

Illinois

2010 0 1 0 0 0 0 1 2011 1 0 0 0 0 0 1 2012 1 0 0 0 0 0 1

Kansas

2010 1 0 0 0 0 0 1 2011 1 0 0 0 0 0 1 2012 1 0 0 0 0 0 1

Massachusetts

2010 1 0 0 0 0 0 1 2011 1 1 0 0 0 0 2 2012 2 0 0 0 0 0 2

Michigan

2010 1 0 0 0 0 0 1 2011 1 0 0 0 0 0 1 2012 1 0 0 0 0 0 1

Minnesota

2010 0 1 0 0 0 0 1 2011 1 0 0 0 0 0 1 2012 1 0 0 0 0 0 1

New

Hampshire

2010 0 1 0 0 0 0 1 2011 1 0 0 0 0 0 1 2012 1 0 0 0 0 0 1

New Jersey

2010 1 0 0 0 0 0 1 2011 1 0 0 0 0 0 1 2012 1 0 0 0 0 0 1

New York

2010 0 1 0 0 0 0 1 2011 1 1 0 0 0 0 2 2012 2 1 0 0 0 0 3

North Carolina

2010 1 0 0 0 0 0 1 2011 1 0 0 0 0 0 1 2012 1 0 0 0 0 0 1

Ohio

2010 1 0 0 0 0 0 1 2011 1 0 0 0 0 0 1 2012 1 0 0 0 0 0 1

Oregon 2010 0 0 0 0 0 0 0 2011 0 0 0 0 0 0 0 2012 0 1 0 0 0 0 1

Pennsylvania

2010 1 1 0 0 0 0 2 2011 2 1 0 0 0 0 3 2012 3 0 0 0 0 0 3

Tennessee

2010 0 0 0 0 0 0 1 2011 1 0 0 0 0 0 1


State

Year

Outlets at

Start of Year

Outlets Opened

Terminations

Non-

Renewable

Reacquired

by Franchisor

Ceased


Reasons


2012 1 0 1 0 0 0 0

Texas

2010 3 0 0 0 0 0 3 2011 3 0 0 0 0 0 3 2012 3 0 0 0 0 0 3

Virginia

2010 0 1 0 0 0 0 1 2011 1 0 0 0 0 0 1 2012 1 0 0 0 0 0 1

Washington

2010 1 0 0 0 0 0 1 2011 1 0 0 0 0 0 1 2012 1 0 0 0 0 0 1

Wisconsin 2010 1 0 0 0 0 0 1 2011 1 0 0 0 0 0 1 2012 1 0 0 0 0 0 1

Total 2010 17 7 0 0 0 0 24 2011 24 3 0 0 0 0 27 2012 27 3 1 0 0 0 29

Table Four: Status of Company-Owned Outlets For Years 2010 to 2012

State

Year

Outlets at

Start of Year

Outlets Opened

Outlets Reacquired

from Franchisee

Outlets Closed

Outlets Sold to

Franchisee

Outlet at End

of Year

Totals 2010 0 0 0 0 0 0 2011 0 0 0 0 0 0 2012 0 0 0 0 0 0

PROJECTED OPENINGS

We estimate that, during the 12 month period from the effective date of this Franchise Disclosure Document, we will sell the following number of franchises, and open the number of Franchisor (or Franchisor affiliated) facilities, in the states shown below.

Table Five: Projected Openings

State

Franchise Agreements Signed,

but Not Yet Open

Projected New Franchisees in the Next

12 Month Period

Projected Franchisor (or Affiliate) Openings in the

Next 12 Month Period

Alabama 0 1 0 California 0 1 0 TOTALS 0 2 0


Unit Franchises

Table One: Systemwide Outlet Summary For Years 2010 to 2012

Outlet Type

Year Outlets at the Start of the

Year Outlets at the End of

the Year

Net Change

Franchised

2010 35 55 +20 2011 55 81 +23 2013 81 98 +17

Company-Owned

2010 0 0 0 2011 0 0 0 2012 0 0 0

Total Outlets

2010 35 55 +20 2011 55 81 +23 2012 81 101 +20

Table Two: Transfers of Outlets from Franchisees to New Owners (other than the Franchisor)

For Years 2010 to 2012

State

Year

Number of Transfers

Texas

2010 2 2011 2 2012 1

Denver

2010 1 2011 0 2012 0

2010 0 2011 0 2012 0

Total

2010 3 2011 2 2012 1

Table Three: Status of Franchise Outlets For Years 2010 to 2012

State

Year

Outlets at Start of Year

Outlets Opened

Terminations

Non-Renewable

Reacquired

by Franchisor

Ceased Operations

– Other Reasons

Outlets at

End of Year


State

Year


Outlets Opened

Terminations

Non-Renewable

Reacquired

by Franchisor

Ceased Operations

– Other Reasons

Outlets at

End of Year

Arizona 2010 1 1 0 0 0 0 2 2011 2 0 0 0 0 0 2 2012 2 2 0 0 0 0 5

California 2010 3 3 0 0 0 0 6 2011 6 4 0 0 0 0 10 2012 10 1 0 0 0 0 11

Colorado 2010 2 0 0 0 0 0 2 2011 2 2 0 0 0 0 4 2012 4 0 0 0 0 0 4

Delaware 2010 0 0 0 0 0 0 0 2011 0 0 0 0 0 0 0 2012 0 1 0 0 0 0 1

Florida 2010 1 1 0 0 0 0 2 2011 2 2 0 0 0 0 4 2012 4 0 0 0 0 0 4

Georgia 2010 2 0 0 0 0 0 2 2011 2 1 0 0 0 0 3 2012 3 1 0 0 0 0 4

Illinois 2010 0 1 0 0 0 0 0 2011 0 1 0 0 0 0 2 2012 1 2 0 0 0 0 3

Indiana 2010 2 0 1 0 0 0 1 2010 1 0 0 0 0 0 1 2012 1 1 0 0 0 0 2

Iowa 2010 1 0 0 0 0 0 1 2011 1 0 0 0 0 0 1 2012 1 0 0 0 0 0 1

Kansas 2010 1 0 0 0 0 0 1 2011 1 0 0 0 0 0 1 2012 1 0 0 0 0 0 1

Massachusetts

2010 1 0 0 0 0 0 1 2011 1 1 0 0 0 0 2 2012 2 0 0 0 0 0 2

Minnesota 2010 3 2 1 0 0 0 4 2010 4 0 0 0 0 0 4 2012 4 1 0 0 0 0 5

Missouri 2010 1 0 0 0 0 0 1 2011 1 0 0 0 0 0 1 2012 1 0 0 0 0 0 1

Nebraska 2010 0 0 0 0 0 0 0 2011 0 1 0 0 0 0 1 2012 1 0 0 0 0 0 1

New Jersey 2010 4 1 0 0 0 0 5 2011 5 3 0 0 0 0 8 2012 8 1 0 0 0 0 9

New Hampshire

2010 0 0 0 0 0 0 0 2011 0 1 0 0 0 0 1 2012 1 0 0 0 0 0 1

New York 2010 0 0 0 0 0 0 0 2011 0 1 0 0 0 0 1 2012 1 3 0 0 0 0 4


State

Year


Outlets Opened

Terminations

Non-Renewable

Reacquired

by Franchisor

Ceased Operations

– Other Reasons

Outlets at

End of Year

North Carolina

2010 1 3 0 0 0 0 4 2011 4 2 0 0 0 0 6 2012 6 0 0 0 0 0 6

Ohio 2010 2 0 0 0 0 0 2 2011 3 1 0 0 0 0 4 2012 4 3 1 0 0 0 5

Oregon 2010 0 0 0 0 0 0 0 2011 0 2 0 0 0 0 2 2012 2 0 0 0 0 0 2

Pennsylvania 2010 1 3 0 0 0 0 4 2011 4 1 0 0 0 0 5 2012 5 3 0 0 0 0 8

Tennessee 2010 0 1 0 0 0 0 1 2011 1 1 0 0 0 0 2 2012 2 2 2 0 0 0 2

Texas 2010 10 2 0 0 0 0 12 2011 12 0 0 0 0 0 12 2012 12 1 0 0 0 0 13

Virginia 2010 0 1 0 0 0 0 1 2011 1 0 0 0 0 0 1 2012 1 1 0 0 0 0 2

Washington 2010 0 1 0 0 0 0 1 2011 1 0 0 0 0 0 1 2012 1 1 0 0 0 0 2

Wisconsin 2010 0 1 0 0 0 0 1 2011 1 0 0 0 0 0 1 2012 1 0 0 0 0 0 1

Total 2010 35 22 2 0 0 0 55 2011 55 26 0 0 0 0 81 2012 81 23 3 0 0 0 101

Table Four: Status of Company-Owned Outlets For Years 2010 to 2012

State Year Outlets at Start of

Year

Outlets Opened

Outlets Reacquired from

Franchisee

Outlets Closed

Outlets Sold to

Franchisee

Outlet at End of Year

Totals

2009 0 0 0 0 0 0 2010 0 0 0 0 0 0 2010 0 0 0 0 0 0

PROJECTED OPENINGS

We estimate that, during the 12 month period from the effective date of this Franchise Disclosure Document, we will sell the following number of franchises, and open the number of Franchisor (or Franchisor affiliated) facilities, in the states shown below.


Table Five: Projected Openings

State Franchise

Agreements Signed, but Not Yet Open

Projected New Franchisees in the Next

12 Month Period

Projected Franchisor (or Affiliate) Openings in the

Next 12 Month Period

California 0 3 0 Georgia 0 1 0

Connecticut 0 1 0 Florida 0 3 0 Illinois 0 2 0 Kansas 0 1 0

Maryland 0 1 0 Michigan 0 1 0

Minnesota 1 1 0 New York 0 2 0

Ohio 0 2 0 Pennsylvania 1 0 0

South Carolina 0 1 0 Tennessee 0 1 0

Texas 1 1 0 Virginia 0 1 0 TOTALS 3 22 0

In some instances, current and former franchisees sign provisions restricting their ability to speak

openly about their experience with SpeedPro USA, LLC. 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.

If you buy this franchise, your contact information may be disclosed to other buyers when you leave the franchise system.

There are no trademark-specific franchisee organizations associated with the franchise system

being offered.

We may periodically compensate our existing franchisees and third parties for referrals and/or for meeting with franchise candidates as permitted by applicable law.


ITEM 21 FINANCIAL STATEMENTS

Attached as Exhibit C to this disclosure document are audited financial statements for our fiscal

years ending December 31, 2010, 2011 and 2012.

Our fiscal year ends on December 31.


ITEM 22 CONTRACTS

The following Agreements are attached as Exhibits to this Franchise Disclosure Document: A. Directory of Franchise Regulators/Agents for Service of Process B. Franchise Agreement C. Financial Statements D. Acknowledgement Regarding Ownership or Other Interests E. Guaranty of Franchisee’s Obligations F. Confidential Operations Manual Table of Contents G. Consent and Agreement of Landlord H. Confidentiality and Non-Competition Agreement I General Release of Claims N Acknowledgement of Receipt


ITEM 23 RECEIPT

The last 2 pages of this disclosure document are Receipt pages for you to sign acknowledging that

you have received the information in this disclosure document. Please sign, date, and return 1 copy of the Receipt to us and keep the other copy for your files.

SpeedPro USA, LLC Page 1 Non- Registration States Unit Franchise Disclosure Document © 2013 as amended June 4, 2013

Exhibits to SpeedPro Imaging Franchise Disclosure Document

DIRECTORY OF FRANCHISE REGULATORS, STATE ADMINISTRATORS,

AND AGENTS FOR SERVICE OF PROCESS.

EXHIBIT A

SppedPro USA, LLC Page 2 Exhibit A: Directory of Regulators & Agents of Process Copyright © 2010

Federal

Federal Trade Commission Division of Marketing Practices

Seventh and Pennsylvania Avenues, N.W. Room 238

Washington, DC 20580 202-326-2970

State Franchise Regulators

STATE AGENCY PROCESS (IF DIFFERENT) California Commissioner of Corporations

1515 K St., Suite 200 Sacramento, CA 95814 866-ASK-CORP

Hawaii Dept. of Commerce and Consumer Affairs 335 Merchant St. Honolulu, HI 96813 808-586-2727

Illinois Franchise Division Office of Attorney General Room 12 – 186 100 W. Randolph St. Chicago, IL 60601 312-814-3892

Indiana Franchise Section Indiana Securities Division Secretary of State 302 West Washington, Room E-111 Indianapolis, IN 46204 317-232-6681

Maryland Office of the Attorney General Security Division 200 St. Paul Place Baltimore, MD 21202 410-576-7044

Maryland Securities Commissioner Office of the Attorney General Maryland Division of Securities 200 St. Paul Place Baltimore, MD 21202

Michigan Franchise Administrator Consumer Protection Division Office of the Attorney General P.O. Box 30213 Lansing, MI 48909 517-373-1140

Minnesota Franchise Administrator Minnesota Department of Commerce 113 East Seventh Street St. Paul, MN 55101 612-296-6328


STATE AGENCY PROCESS (IF DIFFERENT) New York New York Department of Law

Bureau of Investor Protection and Securities 120 Broadway, 23rd Floor New York, NY 10271 212-416-8200

Secretary of State State of New York 41 State Street Albany, NY 12231

North Dakota Franchise Examiner Office of Securities Commission 600 East Boulevard, 5th Floor Bismarck, ND 58505 701-328-2910

Oregon Department of Insurance and Finance Corporate Securities Section Labor and Industries Building Salem, OR 97310 503-378-4387

Rhode Island Chief Securities Examiner Dept. of Business Regulation Sec Div., Franchise Section 233 Richmond St., Suite 232 Providence, RI 02903 401-222-3048

South Dakota Franchise Administrator Division of Securities 118 West Capitol Pierre, SD 57501 605-773-4013

Virginia State Corporation Commission Division of Securities and Retail Franchising 1300 E. Main Street, 9th Floor Richmond, VA 23219 804-371-9051

Washington Dept. of Financial Institutions Securities Division 150 Israel Rd. S.W. Tumwater, WA 98501 360-902-8700

Wisconsin Franchise Administrator Securities and Franchise Registration Wisconsin Securities Commission P.O. Box 1768 Madison, WI 53701 608-261-9555

FRANCHISE AGREEMENT

EXHIBIT B


SPEEDPRO USA, LLC

UNIT FRANCHISE AGREEMENT


SUMMARY PAGES EFFECTIVE DATE: EXPIRATION DATE: TERM: 20 YEARS FRANCHISEE(S): ADDRESS OF FRANCHISEE(S): TELEPHONE NUMBER: FACSIMILE NUMBER: E-MAIL ADDRESS: LOCATION: TBD TERRITORY: INITIAL FRANCHISE FEE: $49,900 START UP FEE: Between $149,500 and $247,000 (depending

if you opt, to purchase the “Speedpro Power Play, which adds the FB 500 Substrate Direct Printing System; 50% of which is payable upon execution of this Agreement, and the balance of which is payable upon execution of a lease for the Center location

RENEWAL FEE: $10,000 ROYALTY FEE: 6% of monthly Gross Sales up to $30,000 per

month; 4% of monthly Gross Sales exceeding $30,000 for the same month

MINIMUM LOCAL ADVERTISING EXPENDITURE 2% of Gross Sales ADVERTISING AND PROMOTION FUND CONTRIBUTION Up to 2% of monthly Gross Sales TRANSFER FEE: $10,000


TABLE OF CONTENTS Page 1. Definitions .............................................................................................................................................. 1 2. Grant of Franchise ............................................................................................................................... 5 3. Location and Territory ...................................................................................................................... 5 4. Term and Renewal .............................................................................................................................. 6 5. Development and Opening of the Center ................................................................................... 7 6. Training and Operating Assistance .............................................................................................. 8 7. Obligations of Franchisee ................................................................................................................. 9 8. Initial Franchise Fee and Start-Up Fee ..................................................................................... 13 9. Royalty Fees ....................................................................................................................................... 14 10. Advertising and Promotion .......................................................................................................... 14 11. Records and Reporting. .................................................................................................................. 16 12. Relationship of Parties ................................................................................................................... 18 13. Marks, Copyrighted Works and Confidential Information ............................................... 18 14. Restrictions on Assignment ......................................................................................................... 20 15. Restrictive Covenants ..................................................................................................................... 22 16. Termination ........................................................................................................................................ 23 17. Notices .................................................................................................................................................. 25 18. Other Provisions ............................................................................................................................... 25 Schedule A - Start-up Package Schedule B - Addendum

FRANCHISE AGREEMENT

This Agreement is made and entered into this ____ day of ___________________, 20___, between SPEEDPRO USA, LLC, an Arizona limited liability company, with a principal business address at 15333 North Pima Rd, Suite 100, Scottsdale, Arizona 85260 (“Franchisor”), and the franchisee identified on the Summary Pages (“Franchisee”).

BACKGROUND A. Franchisor has the right to use and to license the use of the System, which is identified by the

Marks, in connection with the operation of Speedpro Imaging Centers in the United States. B. Franchisor grants franchises to qualified candidates for the right to operate Speedpro Imaging

Centers at an approved location in a designated area. C. Franchisee desires to acquire such a franchise and, in reliance upon the representations contained

in Owner’s franchise application, Franchisor desires to grant to Franchisee such a franchise, pursuant to the terms and conditions of this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows: 1. DEFINITIONS Certain terms have been defined below and will be capitalized throughout the agreement. Capitalized words that are not defined below are defined in the section where they first appear. “Advertising and Promotion Fund Contribution” means the amount that you must contribute to the Advertising and Promotion Fund, which amount is reflected on the Summary Pages.

“Advertising Cooperative” means a group of Centers formed to facilitate marketing and advertising placement in a particular geographic area. “Affiliate” means a Person that controls, is controlled by, or is under common control with another Person. It includes, as to Franchisee, any owner of any interest in Franchisee or the Franchised Business, any employee or agent of Franchisee, any independent contractor performing functions for or on behalf of Franchisee, and any Person controlled by any of the foregoing. “Agreement” means this Franchise Agreement. “Anti-Terrorism Laws” means Executive Order 13224 issued by the President of the United States, the Terrorism Sanctions Regulations (Title 31, Part 595 of the U.S. Code of Federal Regulations), the Foreign Terrorist Organizations Sanctions Regulations (Title 31, Part 597 of the U.S. Code of Federal Regulations), the Cuban Assets Control Regulations (Title 31, Part 515 of the U.S. Code of Federal

Regulations), the “Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001” (the “USA PATRIOT Act”), and all other present and future federal, state and local laws, ordinances, regulations, policies, lists, and other requirements of any governmental authority (including, without limitation, the United States Department of Treasury Office of Foreign Assets Control) addressing or in any way relating to terrorist acts and acts of war. “Business Judgment” means that Franchisor is allowed to exercise its judgment however it considers to be appropriate in its sole and unfettered discretion (except that it may not do so arbitrarily), and has the unrestricted right to make decisions and take or refrain from taking actions (except that it may not do so arbitrarily), and has the right to do so even if a particular decision/action may have negative consequences for Franchisee, another Speedpro Imaging franchisee, or a group of Speedpro Imaging franchisees. The exercise of Business Judgment is critical to Franchisor’s role as the franchisor of the System and to Franchisor’s goals for the continuing improvement of the System. This definition is not intended to incorporate principles related to the application of the business judgment rule in a corporate law context. “Business Materials” means any equipment, inventory, products, supplies or other materials used in the Franchised Business.

“Center” means a retail Speedpro Imaging Center offering to the public premium large scale

graphics, reprographics and related services, which is identified by the Marks, and which is operated by Franchisor, or by its Affiliates or franchisees pursuant to a valid license agreement, according to the System.

“Confidential Information” means all trade secrets, the Standards and other elements of the

System; all information contained in the Manuals and training video materials; and any other information that Franchisor designates as “Confidential Information.” “Copyrighted Works” means all tangible media of expression including, without limitation, the Manuals, Franchisor’s proprietary web-based business software, Impact©, and other proprietary software, the content and design of all advertising and sales literature, sales forms, and other writings used in connection with the operation and promotion of the Franchised Business; the design elements of the Marks; and the content and design of the “www.SpeedproImaging.com” website and any other website developed and maintained by or on behalf of Franchisor on the World Wide Web portion of the Internet.

“Franchised Business” means the business of operating a Center in accordance with the terms

and conditions of this Agreement. “Franchisee” means Franchisee identified in the Summary Pages. “Franchisor” means Speedpro USA, LLC, an Arizona limited liability company.

“Franchisor-Related Persons” means Franchisor and each and all of the following, whether past, current, or future: Persons acting through, in concert with, or as Affiliates of Franchisor or of any of the foregoing; Principals, officers, directors, agents, attorneys, accountants, and employees of Franchisor or any of the foregoing; and predecessors, successors, or assigns of Franchisor or any of the foregoing.

“General Release” is a release, in the form prescribed by Franchisor at the time the release is to

be delivered, of any and all claims, liabilities and obligations of any nature, including those existing as of,

and/or arising before, the date of the release, however arising, whether known or unknown, whether against Franchisor and/or any or all of the Franchisor-Related Persons, the Advertising and Promotion Fund (as described in Section 10.4 of this agreement), or any other advertising fund, and whether by Franchisee, any Principal or Remote Principal of Franchisee, and/or any Affiliate of any of the foregoing. A copy of Franchisor’s current General Release language (which is subject to change) is attached as Schedule B.

“Good Standing” means that Franchisee and each of its Principals and Affiliates are not in default

of any obligation to Franchisor and/or any of the Franchisor-Related Persons, whether arising under this agreement or any other agreement between Franchisee (and/or each of its Principals and Affiliates) and Franchisor (and/or any of the Franchisor-Related Persons), under the Manual, or under other Standards (collectively, the “Obligations”). Franchisee is not in Good Standing if Franchisee has been in default of any Obligation and the default is incurable by nature or part of a series of repeated defaults as defined in this agreement.

“Grand Opening” means an initial advertising and marketing campaign designed to promote the

opening of Franchisee’s Center. “Gross Sales” means the entire amount of the sale price, whether for cash or credit (and

regardless of collection in the case of credit), of all sales of products and services and all other receipts or receivables whatsoever of all business conducted at, in, upon or from the Franchised Business, or revenues from any source arising out of the operation of the Franchised Business and includes but is not limited to the selling price of gift certificates, and insurance proceeds for loss of profit or business or for damage to goods, but will not include (a) the amount of any sales tax or similar tax imposed by any federal, state, municipal or other government authority that Franchisee collects from customers and properly remits to the taxing authority; (b) all returns, refunds and allowances if any; (c) that part of the sales price satisfied by a deposit or gift certificate but only if the amount of the deposit or gift certificate has previously been included in the computation of Gross Sales. Each charge or sale upon instalment or credit will be treated as having been received in full at the time such charge or sale is made, regardless of the time Franchisee actually receives payment.

“Location” means the location at which Franchisee will operate the Franchised Business, which

Location is reflected on the Summary Pages. “Manual” means the confidential operations manuals and such other manuals and written

materials that Franchisor has developed for use in connection with the operation of the Franchised Business (which Franchisor may amend periodically, in its Business Judgment), and all other written directives issued by Franchisor relating to the operation of the Franchised Business. Franchisor may provide you the Manual, and all revisions and updates to the Manual, in hard copy or electronic format, and may deliver them to you by hand delivery, mail or courier services, or electronically (via e-mail, the Internet or private intranet or extranet system or other method).

“Minimum Local Advertising Expenditure” means the minimum amount Franchisee must spend

on local advertising, which amount is reflected on the Summary Pages. “Marks” means certain trade names, service marks, trademarks, logos, emblems and indicia of

origin, including the mark SPEEDPRO and such other trade names, service marks, and trademarks as are now, and may hereafter be designated by Franchisor for use in connection with the System.

“Ownership Interest” means any ownership interest of any type, including (a) in relation to a corporation, the ownership of shares in the corporation, (b) in relation to a partnership, the ownership of a general or limited partnership interest, (c) in relation to a limited liability company, the ownership of a membership interest, or (d) in relation to a trust, the ownership of a beneficial interest in the trust.

“Person” means an individual (and the heirs, executors, administrators or other legal

representatives of an individual), a partnership, a corporation, a limited liability company, a government, or any department or agency thereof, a trust, an estate, and any other incorporated or unincorporated association or organization.

“Principal” means a legal or beneficial owner of an Ownership Interest. “Renewal Fee” means the amount set forth in the Summary Pages. “Restricted Area” means any area within a radius of seventy –five (75) miles from the Center. “Special Account Customer” means customers that contract with Franchisor or its Affiliate for

the provision of services at more than one location. “Standards” means the standards, specifications, policies, procedures and techniques that

Franchisor has developed relating to the location, establishment, operation and promotion of Centers, all of which may be changed by Franchisor in its Business Judgment. The Standards include, among other things, required and recommended business practices; standards and specifications for Center design and appearance; customer service standards; sales techniques and procedures; and other management, operational and accounting procedures.

“Start Up Fee” means the consideration paid for the Start Up Package, the amount of which is set

forth in the Summary Pages. “Start Up Package” means and consists of the items and services listed in Schedule A to this

Agreement. “System” means the proprietary business system for the location, establishment, operation and

promotion of Centers. The distinguishing features of the System include, without limitation, a distinctive exterior and interior design, decor, color scheme, fixtures and furnishings, the Marks, the Standards, techniques for creating, installing and applying large scale prints and reprographics, inventory and management control, procedures, training and assistance, and advertising and promotional programs, all of which may be changed, improved upon, and further developed from time to time.

“Term” means a number of years as reflected on the Summary Pages. “Territory” means the geographic or other area identified in the Summary Pages. “Transfer” means either: (a) the direct or indirect sale, assignment, transfer, conveyance, gift,

pledge, mortgage, or encumbrance of Franchisee’s interest, or any Principal’s interest, in this Agreement or the assets of the Franchised Business, or (b) the direct or indirect sale, assignment, transfer, conveyance, gift, pledge, mortgage, or encumbrance of any Principal’s interest in Franchisee (if you are an entity other than a natural person).

“Transfer Fee” means the amount set forth in the Summary Pages.

2. GRANT OF FRANCHISE 2.1 Subject to the terms of this Agreement, Franchisor grants to Franchisee, and Franchisee accepts, a

license to operate one (1) Franchised Business at the Location. 3. LOCATION AND TERRITORY 3.1 Franchisee will operate the Franchised Business only at the Location, which must be approved by

Franchisor. Within ninety (90) days following the Effective Date, Franchisee will provide to Franchisor completed site selection reports for no less than three (3) potential sites for the Franchised Business, each of which will comply with Franchisor’s site selection criteria. Franchisor will visit the three (3) sites, at its own expense, with Franchisee to assess the suitability of each site. If Franchisor reasonably determines that none of the sites visited are acceptable, then Franchisor will visit up to three (3) additional sites, at Franchisee’s expense, with Franchisee to assess the suitability of such additional sites. Franchisee may not acquire a site (by purchase or lease) until it has been approved by Franchisor. Franchisor’s approval of a site means only that the site conforms with Franchisor’s minimum Standards for a Center. It does not mean that the Center will be profitable. Once Franchisor approves the site, a description of the site will be defined in the Summary Pages, and such description will be considered the “Location” for all purposes in this Agreement.

3.2 Franchisee covenants and agrees that the Location will be used exclusively for the retail sale of all

and only those services and products authorized by Franchisor from time to time throughout the Term and any renewal thereof. Franchisee will use in the operation of the Franchised Business only those fixtures, equipment and signs that Franchisor has supplied or approved as meeting its Standards. If Franchisor does not supply such fixtures, equipment and signs, Franchisee will purchase the same only from suppliers designated by Franchisor. Franchisee will not, without Franchisor’s prior written consent, make any material alterations, additions, deletions, replacements, or improvements to the Location or the fixtures, signs or equipment used in the Franchised Business.

3.3 Franchisee will place or display at the Location those signs, emblems, logos, and display materials

authorized by Franchisor, and no others. 3.4 Franchisee may, with Franchisor’s prior written consent, relocate the Franchised Business to a

location within the Territory acceptable to Franchisor, provided that all costs of such relocation will be borne by Franchisee, and Franchisee will immediately reimburse Franchisor for its costs incurred, including without limitation lease negotiation costs.

3.5 Franchisee will execute, concurrent with the execution of this Agreement or when later requested

by Franchisor, Franchisor’s form of lease or sublease or such form of lease or sublease as may be approved by Franchisor. Franchisee acknowledges that the lease for the Location may be held by an affiliate of Franchisor.

3.6 While this Agreement is in effect, Franchisor agrees that it will neither operate nor grant any other

Person the right to operate a Center within the Territory. Franchisor and its Affiliates reserve for themselves all other rights in and outside the Territory. Franchisee may solicit business anywhere within the United States. Franchisee acknowledges and agrees that Franchisor and other Center

franchisees may solicit business inside the Territory. Customer preference will be a priority and Franchisee agrees to operate in good faith with all other Centers.

3.7 Franchisee acknowledges and agrees that, to the extent that Franchisor or its Affiliate may enter

into agreements with Special Account Customers in the Territory, it may request that you provide all or a portion of the products and services contemplated under the agreement. Franchisee agrees that it will provide all such products and/or services at a rate that is no less favorable to the Special Account Customer than the rate provided in the agreement.

4. TERM AND RENEWAL 4.1 The term of this Agreement will begin on the Effective Date and will expire on the last day of the

Term set forth on the Summary Pages. 4.2 If Franchisee is in Good Standing, and is not in default under the lease for the Center premises or

any other agreement or document pertaining to the Franchised Business, Franchisee will have the right to renew the license granted by this Agreement for two consecutive twenty (20) year renewal terms, subject to the terms and conditions in this paragraph and Section 4.3 below. The renewal of Franchisee’s license will be in Franchisor’s Business Judgment. Any renewal franchise will be on the terms of Franchisor’s then-current franchise agreement (which may materially differ, in economic and other aspects, from this Agreement and its requirements), but start-up terms (e.g., site selection, initial training, Start Up Package, etc.) will not apply, and Franchisee will not be required to pay another Initial Franchise Fee (although Franchisee will be required to pay the Renewal Fee):

4.3 Franchisor will not renew Franchisee’s license unless and until Franchisee has complied with all

the conditions listed in Sections 4.3.1 through 4.3.7 below. 4.3.1. Franchisee agrees in writing to make such capital expenditures (to a maximum cost of Five

thousand and 00/100 Dollars ($5,000.00) for the first renewal term) as may be reasonably required by Franchisor to renovate and modernize the Location or such other location as may be approved by Franchisor, and the equipment used in the Franchised Business so as to reflect the then current image of Centers;

4.3.2. The Location will be available for Franchisee’s continued occupation, or such other location

as may be acceptable to Franchisor will be available, provided that Franchisor will not be required to extend its own credit or financial resources in obtaining such other location or any required equipment;

4.3.3. Franchisee reimburses Franchisor for all reasonable costs incurred by it pursuant to

Franchisee’s exercise of the renewal term; 4.3.4. Franchisee gives Franchisor written notice of its desire to exercise the renewal term not

more than nine (9) months and not less than six (6) months prior to the expiration of the Term;

4.3.5. At the commencement of the renewal term, Franchisee executes Franchisor’s then-current

form of franchise agreement (the terms of which may be materially different than the terms of this Agreement and may include, among other things, higher royalty fees) and all other

documents and agreements as Franchisor requires for signature by new franchisees, provided that the Franchise Agreement provisions concerning the number of renewal terms will be appropriately adjusted;

4.3.6. Franchisee pays the Renewal Fee; and 4.3.7. Franchisee signs a General Release.

5. DEVELOPMENT AND OPENING OF THE CENTER 5.1 Franchisor and/or its authorized agents and representatives will attend to the following in

connection with preparing for the opening of the Center: 5.1.1. Assist in the negotiation of the lease for the Location; provided that Franchisee

acknowledges and agrees that neither Franchisor’s assistance in negotiating the lease, nor its acceptance of the ultimate lease terms, will constitute a representation that the lease terms are favorable to Franchisee;

5.1.2. Prepare plans and specifications for the Franchised Business suitable to the Location as

may be required to comply with all applicable ordinances, building codes, permit requirements and lease or sublease requirements or restrictions;

5.1.3. Coordinate the build out of the site to a “white-box” format, and Franchisee agrees to

provide any required logistical assistance that may be required by Franchisor; and 5.1.4. Arrange for the delivery of all equipment, signs and opening inventory of all necessary

products and packaging and other materials and supplies, title to which will transfer to Franchisee. Title to software proprietary to Franchisor will not transfer to Franchisee, as it remains the property of Franchisor.

5.2 Upon completion of the site to a “white-box” format, Franchisee will receive the keys to the Center.

Franchisee will be responsible for: 5.2.1 Obtaining all required building, utility, health, sign and business permits and licenses and

all other required permits and licenses, with the assistance and advice of Franchisor; 5.2.2. Ensuring that the Center site is open for deliveries on the dates specified by Franchisor and

that Franchisee or another responsible individual is present to accept deliveries; and 5.2.3. Attending to the unpacking and installing of all equipment, fixtures and supplies for the

Center, according to Franchisor’s layout and placement specifications; attending to completion of Franchisor’s checklist, noting any deficiencies or damaged items, and faxing the completed checklist to Franchisor; notifying Franchisor of the completion of the required installations.

5.3 Upon completion of the matters listed in paragraphs 5.1 and 5.2, Franchisor will set a reasonable

Grand Opening date and schedule all Grand Opening advertising. Franchisee shall open the Center for business on the scheduled “Grand Opening” date.

5.4 Franchisor or a Representative will be present to assist Franchisee with the Center’s Grand Opening.

5.5 Franchisee will not remove, nor allow to be removed, from the Center any Business Materials

except in the normal course of business or as required for the maintenance/repair of equipment used in the Franchised Business. If any Business Materials are removed from the Location in violation of this paragraph, Franchisee will pay Franchisor a business interruption fee of One thousand and 00/100 Dollars ($1,000.00) per business day until all Business Materials are returned to the Center. The said amount is intended by the parties to be a pre-estimate of liquidated damages which would be suffered by Franchisor as a result of Franchisee’s wrongful removal of Business Materials; the said amount will not be determined to be a penalty; and the payment of the said business interruption fee will be in addition to all other remedies available to Franchisor.

6. TRAINING AND OPERATING ASSISTANCE 6.1 Before the Center opens for business, Franchisor will provide at the Location, and Franchisee and

two (2) of Franchisee’s employees (both of whom must have a working command of the English language) must successfully complete, Franchisor’s initial training program. If Franchisee intends to work at the Center on a full-time basis and has a working command of the English language then only one (1) full-time employee will be required to concurrently attend the training with Franchisee.

6.2 Franchisee and such employees of Franchisee as may from time to time be required by Franchisor

will, upon notice by Franchisor, attend and complete all reasonably required retraining and refresher courses or programs which Franchisor may conduct from time to time. No fee will be charged by Franchisor but Franchisee will be responsible for the salary and expenses, including travel, meals and lodging, incurred by the trainees.

6.3 Franchisee will be responsible for the proper training in the operation of the System of all of

Franchisee’s employees. To this end, Franchisee will implement Franchisor’s training program using training aids designated from time to time by Franchisor for such training. Franchisee will not employ or continue to employ any person who fails or refuses to successfully complete such training program.

6.4 Franchisor will loan to Franchisee a copy of the Manual (which may consist of one or more

volumes and may be provided digitally via compact disk, DVD, or download from an intranet). Franchisee will ensure that the Manual is kept current. In the event of any dispute concerning the contents of the Manual, the master copy maintained at Franchisor’s headquarters will control.

6.5 After the opening of the Center, Franchisor will continue to advise and guide Franchisee with

respect to the following: (a) providing services to the public in the best manner possible; (b) purchasing of inventory and supplies; (c) establishment and maintenance of administrative procedures, inventory control and general operating procedures; (d) implementation of new products, services and improvements to the System; (e) all graphics-related production; and (f) the maintenance and repair of equipment, the cost of which will all be borne by Franchisee. To the extent that Franchisee may request additional assistance or services and Franchisor agrees to provide the requested assistance or service, the assistance or service will be provided at reasonable rates determined by Franchisor, in its Business Judgment.

6.6 Franchisee agrees to attend, at his own expense, the annual conventions of Center franchisees,

each such annual convention to be held at the time and place to be designated by Franchisor. 7. OBLIGATIONS OF FRANCHISEE 7.1 Franchisee will honestly and diligently perform or cause to be performed in a timely fashion all

obligations under this Agreement and any other agreement pertaining to the Franchised Business and/or the Location.

7.2 Franchisee agrees that Franchisor may from time to time make changes and modifications to the

System which may include, among other things, modification or adoption of new or modified products and services and/or addition, elimination or substitution of the Marks, which changes will be reflected in the Manual. Franchisee agrees to promptly comply with all such changes as if they were a part of the System at the time of execution of this Agreement.

7.3 Franchisee will maintain the Center in accordance with the Standards. Franchisee will ensure that

customers are at all times offered high quality, efficient and courteous service, and will also ensure that the highest standards of honesty, integrity, fair dealings and ethical conduct are adhered to in all dealings with customers, suppliers and the public.

7.4 Franchisee will regularly clean and maintain the Location, including, without limitation, replacing

worn out or obsolete fixtures, equipment and signs, and will when necessary repair the interior and exterior, including, without limitation, periodic redecorating. If at any time, in Franchisor’s reasonable judgment, the general state of repair, appearance or cleanliness of the Location does not meet the Standards, Franchisor will notify Franchisee, specifying the action to be taken to correct such deficiency. If Franchisee fails to take such action immediately after receipt of such notice, Franchisor may, without prejudice to any other rights or remedies, enter upon the Center premises (without being liable to Franchisee for trespass or other tort) and have such repairs or maintenance performed at the sole cost and expense of Franchisee.

7.5 Franchisee will maintain at all times a sufficient number of adequately trained personnel to satisfy

customer demand and to operate the Franchised Business efficiently, and will solely be responsible for their compensation and other terms of their employment. Franchisee will directly supervise the Franchised Business or, where Franchisee is absent due to illness, vacation, scheduling of work hours or other similar cause, this supervision will be performed by a trained and competent employee of Franchisee. Franchisee will keep Franchisor informed at all times of the identity of all of Franchisee’s employees and will provide Franchisor with originally executed non-competition and non-disclosure agreements signed by all of Franchisee’s employees in the form specified from time to time by Franchisor.

7.6 Franchisee will devote his/her/its efforts to the Franchised Business on a full-time basis and

continuously promote and enhance the Franchised Business, including, without limitation, the utilization of all marketing programs, methods, and materials in the manner prescribed by Franchisor. If Franchisee is an individual, then Franchisee will supervise the Franchised Business on premises. If Franchisee is a corporation or other legal entity, then a Person with controlling Ownership Interest in Franchisee must supervise the Franchised Business on premises.

7.7 Franchisee will operate the Franchised Business in accordance with the Standards which include, without limitation, standards relating to: (a) the quality of services and products offered; (b) the safety, maintenance, cleanliness, function and appearance of the Location and its fixtures, equipment and signs; (c) the general appearance of Franchisee’s employees, including Franchisor designed clothing to be worn at all times during performance of business of the Franchised Business; (d) the use of the Marks; (e) the hours during which the Center will be open for business; (f) the use and retention of standard forms; and (g) the use and illumination of signs, posters, displays, standard format and similar items.

7.8 Franchisee will maintain the confidentiality of all Confidential Information. Franchisee will

neither disclose nor divulge the Confidential Information except to his/her/its employees on a need-to-know basis.

7.9 Franchisee will maintain in force all required licenses, permits and certificates relating to the

operation of the Franchised Business and will operate in full compliance of all applicable laws, bylaws and regulations including, without limitation, all governmental regulations relating to occupational hazards and health and workers’ compensation insurance, unemployment insurance, and the withholding and remittance of federal and state income taxes and sales taxes.

7.11 Prior to opening the Franchised Business, Franchisee will purchase or lease, at his/her/its

expense, a designated company delivery vehicle suitable to Franchisor to which will be affixed the signage specified by Franchisor.

7.12 Franchisee will permit Franchisor and its authorized representatives to enter into and inspect the

Center and its fixtures, furnishings and equipment, to examine and test employees as to their knowledge and performance of the duties required to be performed by them, and to determine the availability and delivery of services and products. Inspections may be conducted at any time during regular business hours without prior notification to Franchisee, and Franchisee and his employees will co-operate with Franchisor and its representatives in respect of the same.

7.13 Franchisor may require Franchisee to purchase from it or from affiliated or designated suppliers

any supplies, materials, products or services used in connection with the operation or promotion of the Franchised Business. To the extent that Franchisor has designated one or more suppliers for particular supplies, materials, products or services, you must purchase the supplies, materials, products or services from the designated suppliers. If Franchisee demonstrates that he can purchase supplies, materials, products or services of equivalent quality from alternative suppliers at a more favorable price, Franchisee may request Franchisor’s approval to purchase from the alternative suppliers. In considering Franchisee’s request, Franchisor may require Franchisee to submit to it for testing purposes samples of the proposed supplier’s products or services. Nothing in this Agreement requires Franchisor to consider or to grant Franchisee’s request. Franchisee may purchase any products or services for which Franchisor has not established designated sources from any supplier of Franchisee’s choice, however, the products and services must conform to the Standards.

7.14 Franchisee will maintain adequate working capital (which initially will be not less than twenty

thousand and 00/100 Dollars ($20,000.00)) in the Franchised Business to enable Franchisee to properly and fully carry out and perform the duties and obligations as they come due, and will maintain all accounts from Franchisor and Franchisee’s suppliers at a current level, unless reasonably explained. The parties agree that Franchisee’s inability to pay or refusal to pay

without just cause will be deemed not to be reasonable explanations. Further, Franchisee will keep accounts current, regardless of any reasonable explanation, if to not do so would reflect negatively upon Franchisor or the System.

7.15 Franchisee will display the Marks where and in the manner required by Franchisor, without the

right to vary or alter the same in any manner whatsoever, and to erect and display any signs supplied to Franchisee by Franchisor. Franchisee will display Franchisor’s approved colors, decals and/or signs on all equipment used in the Franchised Business, as prescribed by Franchisor.

7.16 Franchisee will not place any display material or other advertising signs at the Location without

the consent of Franchisor, and Franchisee will forthwith remove any such material or signs upon the reasonable request of Franchisor.

7.17 Franchisee will at his cost subscribe with the insurance carrier for such coverage and in such

amounts as directed by Franchisor, which policy or policies will include Franchisor as an additional insured.

7.18 Franchisee will promptly pay when due all taxes arising by reason of Franchisee’s operation of the

Franchised Business, including without limitation income taxes, and sales or use taxes on equipment purchased or leased in connection with the Franchised Business.

7.19 Franchisee will fully participate in an association of Franchisees (the “Franchisee’s Association”)

established in a manner and at a time deemed appropriate by Franchisor, the principal purpose of Franchisee’s Association being to assist in communication and co-operation between Franchisor and Franchisees.

7.20 To ensure the efficient management and operation of the Franchised Business and the

transmission of data to and from Franchisor, Franchisee, at its own expense, shall install, before opening the Franchised Business, and shall maintain and utilize during the term of this Agreement, the Communication and Information System specified by the Standards from time to time.

7.21 As used in this Agreement, the term “Communication and Information System” means: hardware

(including, without limitation, one or more computers and/or other computer components); software designed for the management and operation of the Franchised Business, as well as reporting and sharing information with Franchisor; and communication systems (including, without limitation, digital and analog modems, satellite, cable, and other systems).

7.22 Franchisee shall lease and/or purchase its Communication and Information System only from a

supplier that Franchisor has approved in writing in accordance with Section 7.13 above. Franchisee shall not install, or permit to be installed, any devices, software or other programs not approved by Franchisor for use with the Communication and Information System.

7.23 Franchisor may from time to time develop or authorize others to develop proprietary software for

use in the System, which Franchisee may be required to purchase and/or license and use in connection with the Franchised Business. Franchisee shall execute any license, sublicense, or maintenance agreement required by Franchisor or any other designated licensor or vendor of such proprietary software.

7.24 If required by Franchisor, Franchisee shall obtain and maintain a contract with a supplier that

Franchisor has approved in writing for software maintenance, support, and upgrade services for

Franchisee’s Communication and Information System and to provide Franchisee with such assistance as Franchisee and Franchisee’s employees may require. Franchisee acknowledges that Franchisor may be one of, or the only, designated supplier for such services, and if Franchisee obtains these services from Franchisor, then Franchisee shall to Franchisor the maintenance fee and help desk fee specified by Franchisor for such services. Notwithstanding these rights of Franchisor, Franchisor shall not at any time be obligated to provide any such services or support for the hardware or software used in the Communication and Information System.

7.25 Franchisee shall upgrade and update its Communication and Information System in the manner,

and when, specified by Franchisor in writing, in accordance with Section 7.21 below. 7.26 Franchisee has sole and complete responsibility for the manner in which its Communication and

Information System interfaces with other systems, including those of Franchisor and third parties, as well as any and all consequences that may arise if Franchisee’s Communication and Information System is not properly operated, maintained, and upgraded.

7.27 Franchisee shall: (a) promptly enter, into its Communication and Information System, and

maintain all information required to be entered and maintained by Franchisor; (b) provide to Franchisor such reports as Franchisor may reasonably request from the data so collected and maintained, and (c) permit Franchisor to access Franchisee’s Communication and Information System at all times via any means specified by Franchisor from time to time. Franchisee shall cooperate with Franchisor, and shall execute all documents required by Franchisor to permit access to Franchisee’s Communication and Information System and data contained therein. The reporting requirements in this Section are in addition to and not in lieu of the reporting requirements in Sections 9 and 11 above.

7.28 Any and all data collected or provided by Franchisee, downloaded from Franchisee’s

Communication and Information System, and otherwise collected from Franchisee’s system by Franchisor or provided to Franchisor is and shall be owned exclusively by Franchisor, and Franchisor shall have the right to use such data in any manner that Franchisor deems appropriate without compensation to Franchisee, including, but not limited to, the disclosure or distribution of such data to other Speedpro Imaging franchisees, or the disclosure of such information to prospective Speedpro Imaging franchisees by inclusion in Franchisor’s franchise disclosure document or otherwise; however, Franchisee is hereby licensed (without any additional fee) to use such data solely for the purpose of operating the Franchised Business, which license will automatically and irrevocably expire when this Agreement terminates or expires, without additional notice. Franchisor shall protect confidential data and personally identifiable information of Franchisee and employees and customers of Franchisee. If Franchisor discloses financial data of Franchisee, Franchisor may not identify Franchisee or disclose any personally identifiable information of Franchisee in connection therewith.

7.29 Franchisee shall maintain at least one dedicated telephone line for use exclusively by the

Franchised Business. Each telephone line must have service features required by Franchisor in the Manual or otherwise communicated to Franchisee from time to time. Franchisor has the right to require Franchisee to provide a full-time employee or answering service to answer Franchisee’s telephone during regular business hours. All lines must be operational and functional before opening the Franchised Business and thereafter at all times during the term of this Agreement. The telephone number for the Franchised Business must be listed in a white-pages telephone directory under the Marks and an address or other location within the Territory.

7.30 Before opening the Franchised Business and thereafter at all times during the term of this Agreement, Franchisee shall obtain and maintain a standard e-mail account that is capable of receiving and sending attached files of a size specified by Franchisor in the Manual or otherwise communicated to Franchisee from time-to-time, along with an Internet connection via a commercial Internet service provider, as specified by Franchisor from time to time.

7.31 Franchisor has the right, but not the obligation, to establish a web site or other electronic system

providing private and secure communications (e.g., an intranet) between Franchisor, Franchisee, other Speedpro Imaging franchisees, and other persons and entities as determined by Franchisor, in its Business Judgment. If required by Franchisor, Franchisee shall establish and maintain access to the intranet in the manner specified by Franchisor, and shall from time to time execute such agreements and/or acknowledge and agree to comply with such policies concerning the use of the intranet as Franchisor may prepare.

7.32 Franchisor has the right to change the Standards and the Manual from time to time in its Business

Judgment, so long as no change alters Franchisee’s fundamental status and rights under this Agreement. Without limiting the generality of the foregoing, Franchisor may, during the term of this Agreement, require Franchisee to make Enhancements to its Communication and Information System at Franchisee’s expense, and Franchisee agrees to acquire (or acquire the right to use for the remainder of the term of this Agreement), within one hundred and twenty (120) days after receipt of written notice from Franchisor, the Enhancement specified by Franchisor and to take all actions as may be necessary to enable it to operate as specified by Franchisor. Any Enhancement may require Franchisee to incur costs to purchase, lease, and/or license new or modified computer hardware and/or software or other equipment and to obtain different and/or additional service and support services during the term of this Agreement. Franchisee acknowledges that Franchisor cannot estimate the costs of future maintenance or Enhancements to the Communication and Information System or other items, and that any maintenance and Enhancements required by Franchisor may involve additional investment by Franchisee during the term of this Agreement. Franchisee shall at all times insure that its copy of the Manual is kept secure, current, and up to date, and in the event of any dispute as to the contents of the Manual, the terms of the master copy of the Manual maintained by Franchisor at Franchisor’s home office will be controlling. Upon Franchisor’s request, Franchisee shall cooperate in the efficient return of all Manuals that have been identified by Franchisor as obsolete. As used in this Agreement, “Enhancement” is a defined term that includes any modification, upgrade, update, enhancement, or replacement of all or any part of Franchisee’s Communication and Information System.

8. INITIAL FRANCHISE FEE AND START-UP FEE 8.1 Franchisee will pay to Franchisor the Initial Franchise Fee, due and payable upon execution of this

Agreement. The Initial Franchise Fee is deemed fully earned and non-refundable upon payment. 8.2 In addition to the Initial Franchise Fee, Franchisee will pay to Franchisor the Start-Up Fee; fifty

percent (50%) of which will be due and payable upon execution of this Agreement, and the balance of which will be due and payable when Franchisee signs a lease for the Location. The Start-Up Fee is considered deemed fully earned and non-refundable upon payment.

8.3. All fees payable under this Section 8 will be paid in certified funds.

9. ROYALTY FEES 9.1 Franchisee will pay to Franchisor the Royalty Fee no later than the seventh (7th) day of the month

following the month for which the Royalty Fee was calculated. All such payments will be accompanied by a statement in such form and details as will be from time to time required by Franchisor showing the calculation of Royalty Fees for that period, signed and certified to be correct by Franchisee, together with such other information and records as may be required by Franchisor, including but not limited to an aged listing of accounts receivable and accounts payable.

9.2 Franchisee will, as soon as possible and, in any event, no later than ninety (90) days from

Franchisee’s fiscal year end, furnish Franchisor with a balance sheet as at the close of such fiscal year, together with a profit and loss statement and a statement of retained earnings for such fiscal year setting forth in each case in comparative form the corresponding figures for the same period in the previous fiscal year, all in reasonable detail and in accordance with generally accepted accounting principles. All such financial statements will be compiled by a certified public accountant. If, at any time during the Term, Franchisee understates Gross Sales by five percent (5%) or more for any accounting period, Franchisor will have the right to require that such financial statements be audited by a certified public accountant.

9.3 Franchisee agrees to keep at the Location, or such other location as is agreed upon in writing by

Franchisor, true and accurate records, accounts, books and data which will accurately reflect all particulars relating to sales and services and other business done, and the gross receipts for sales on a weekly basis.

9.4 Franchisee may be required to submit copies of tax returns. 9.5 In the event that royalty remittance is late, the following conditions will apply:

(a) In the event that the royalty payments are late in being reported and paid, by more than two (2) days from the due date described in 9.1, Franchisor will electronically withdraw a payment of Five hundred and 00/100 Dollars ($500.00) from Franchisee’s bank account.

(b) Reconciliation of the correct payment amount will occur once Franchisee has reported the

correct royalty amounts. However, a late payment penalty of One hundred and 00/100 Dollars ($100.00) will apply.

(c) Franchisee will not have access to advertising funds or programs until royalty payments

are current. (d) In the event that late payment occurs more than twice in a calendar year, Franchisee will be

required to place a Five hundred and 00/100 Dollars ($500.00) deposit with Franchisor. 10. ADVERTISING AND PROMOTION 10.1 Each month, Franchisee shall spend an amount equal to the Minimum Local Advertising

Expenditure for local advertising and marketing that conforms to the Standards. Any amount contributed to an Advertising Cooperative, as described in Section 10.6., will be credited toward satisfaction of the Minimum Local Advertising Expenditure. At Franchisor’s request, Franchisee

will submit to Franchisor proof of these expenditures. Franchisee’s failure to spend at least the Minimum Local Advertising Expenditure for six consecutive months will constitute a material breach of this Agreement.

10.2 Franchisee will maintain an adequate supply of brochures, pamphlets and special promotional

materials and all other advertising materials specified by Franchisor. 10.3 Franchisee agrees to cooperate with other franchisees of Franchisor in respect of joint advertising

programs in the market area in which the Franchised Business is located. 10.4 Franchisor has the right to create and administer the Advertising and Promotion Fund and to

require Franchisee to contribute to the Fund, each month and in addition to the Minimum Local Advertising Expenditure described in Section 10.1 above, an amount not to exceed the Advertising and Promotion Fund Contribution; provided that Franchisee will not be required to make any contribution to the Fund for at least one year after Franchisee begins operating the Franchised Business. Franchisor may use Fund contributions, in its Business Judgment, to formulate, develop, place and/or produce advertising and promotion in such form and media as Franchisor will select, for any other purpose relating to advertising, promoting or marketing Centers or its offerings, for joint franchisee/Speedpro activities, for administration of the Fund or for any similar purpose. Franchisor will not use Fund contributions to create or place any advertisement that is principally a solicitation for new franchisees, but may include in all advertising prepared from Fund contributions (including Internet advertising) information concerning franchise opportunities, and a portion of Fund contributions may be used to create and maintain one or more interior pages on Franchisor’s website devoted to advertising franchise opportunities and identifying and screening requirements and applications submitted by franchise candidates. Advertising and Promotion Fund Contributions will be due and remitted with the statements described in Section 9.5.

10.5 Franchisor reserves the right to require Franchisee to participate in a local or regional Advertising

Cooperative. If Franchisor establishes an Advertising Cooperative encompassing the area in which the Center is located, the following provisions will apply to the Advertising Cooperative: 10.5.1. The Advertising Cooperative will be organized for the exclusive purpose of developing,

placing and distributing advertising and promotional materials in the geographic area served by the Advertising Cooperative.

10.5.2. The Advertising Cooperative will be governed in a form and manner, and will begin

operating on a date, determined in advance by Franchisor. Franchisor will have the exclusive right to create and amend any organizational and governing documents of any Advertising Cooperative.

10.5.3. Each Center (whether franchised or operated by a Company or its Affiliate) operated

within the area served by the Advertising Cooperate will be entitled to cast one vote. Franchisor also will be entitled to cast one vote on each matter referred to the members for voting.

10.5.4. Franchisor has the right to require Franchisee to contribute to the Advertising Cooperative

each month an amount not to exceed the Minimum Local Advertising Requirement. Members of the Advertising Cooperative will have the right to increase the amount of required member contributions by majority vote.

10.5.5. If, on the date of this Agreement an Advertising Cooperative has already been established

for a geographic area that encompasses the Center, or if any Advertising Cooperative for that geographic area is established during the term of this Agreement, Franchisee must (promptly upon the request of Company) sign any documents required by Franchisor to become a member of the Advertising Cooperative and participate in the Advertising Cooperative.

10.5.6. Franchisee must submit to the Advertising Cooperative and to Franchisor any statements

and reports as may be required by Franchisor or by the Advertising Cooperative. 10.5.7. All contributions to the Advertising Cooperative will be maintained and administered in

accordance with the documents governing the Advertising Cooperative. The Advertising Cooperative will be operated solely as a conduit for the collection and expenditure of the Advertising Cooperative fees for the purposes outlined above.

10.5.8. No advertising or promotional plans or materials may be used by the Advertising

Cooperative or furnished to its members without Franchisor’s prior approval. All advertising plans and materials must conform to the Standards and must be submitted to Franchisor for approval.

10.5.9. Once established, Franchisor may terminate and/or dissolve the Advertising Cooperative at

any time. The Advertising Cooperative will not be terminated, however, until all monies in the Advertising Cooperative have been expended for the purposes described in this Section 10.6, or returned to contributing Centers (whether franchised or company or affiliated-owned), without interest, on the basis determined by a majority vote of its members.

11. RECORDS AND REPORTING 11.1 Franchisee will maintain a bookkeeping, accounting and record-keeping system as directed by

Franchisor, including, without limitation, the use and retention of invoices, bank deposits, receipts, cash disbursements and computerized bookkeeping and accounting systems. Franchisee will record at the time of sale, in the presence of customers, all receipts from sales or other transactions whether for cash or credit, in a manner approved by Franchisor.

11.2 Franchisee agrees to complete Franchisor’s then current version of quantification and assessment

reports on a daily basis and submit such reports monthly with all other reports and statements required to be submitted to Franchisor under this Agreement.

11.3 Franchisor and its agents and representatives may at any time during normal business hours and

without prior notice to Franchisee enter upon the Center premises to inspect and audit the business records, bookkeeping and account records, invoices and bank deposit receipts of the Franchised Business, the monthly reports, financial statements, tax returns, schedules and other forms, information and supporting records which Franchisee is required to maintain and/or submit to Franchisor under this Agreement, as well as the books and records of any corporation or partnership which owns or operates Franchisee’s Franchised Business. Franchisee will fully co-operate with Franchisor’s agents and representatives, as well as independent accountants hired by Franchisor, to conduct any such inspection of audit. In the event any such inspection or audit discloses an understatement of Gross Sales of three percent (3%) or greater for any accounting

period(s), then in addition to paying fees due on such understated amount, Franchisee will reimburse Franchisor for all audit-related costs and expenses.

11.4 Franchisor will have the right to establish an electronic data transfer system and Franchisee

agrees that Franchisor will be permitted and able to access Franchisee’s database at any time for the purpose of review and transmission of financial information further to Section 9.3. Franchisor will not alter such data except with Franchisee’s consent.

11.5 All amounts owed to Franchisor by Franchisee pursuant to this Agreement not paid when due will

bear interest from the due date until paid in full at a rate of interest equal to three percentage points over the Prime Rate as reflected by The Wall Street Journal or the maximum rate permitted by law, whichever is less. Interest will be calculated and payable monthly from the date of default, with interest on overdue interest at the aforesaid rate. The acceptance of any interest payment will not be construed as a waiver by Franchisor of its rights in respect of the default giving rise to such payment and will be without prejudice to Franchisor’s rights to terminate this Agreement in respect of such default.

11.6 Franchisee acknowledges and agrees that Franchisor has established an electronic remittance

system (the “ERS”) for the direct payment of the Royalty Fees and other payments due by Franchisee to Franchisor. The details of the ERS are specified in the Manual. Franchisee will comply with the ERS requirements, including the use of the financial institution designated by Franchisor.

11.7 Franchisee acknowledges that Franchisor may from time to time be required or find it necessary

to disclose to third parties certain information about Franchisee and Franchisee’s Principals, including personally identifiable information such as names, addresses, and telephone numbers, and information collected by Franchisor under Section 11 and other provisions of this agreement. Franchisee hereby consents to Franchisor’s collection, use, and disclosure of any information pertaining to the Franchised Business (including personally identifiable information of Franchisee and Franchisee’s Principals) for Franchisor’s reasonable business purposes and for any purpose described in Franchisor’s privacy policy (as may be amended from time to time), subject to the limitations of this paragraph. Without limiting the generality of the foregoing sentence, Franchisee hereby consents to: (i) the collection, use and disclosure of any information about Franchisee and Franchisee’s Principals (including personally identifiable information) to develop, modify, and enhance the System, to conduct credit checks or other personal history investigations, to develop general franchisee profiles, to comply with federal and state franchise disclosure and/or registration laws, and to otherwise comply with any applicable law; (ii) the transfer of any information (including personally identifiable information) to any third party in order for Franchisor to fulfill its obligations under this agreement or attempt to obtain any benefit for Franchisor, Franchisee, or the System as a whole; and (iii) the release to Franchisee’s landlord, lenders or prospective landlords or lenders, of any financial or operational information relating to Franchisee and/or the Franchised Business (without obligating Franchisor to do so). Franchisor shall protect confidential data and personally identifiable information of Franchisee’s employees and customers. If Franchisor discloses financial information of Franchisee in a franchise disclosure document, Franchisor shall not identify Franchisee or disclose any personally identifiable information of Franchisee in connection with the financial information. “Personally identifiable information” is any information about a Person that can be used to uniquely identify, contact or locate the Person.

12. RELATIONSHIP OF PARTIES 12.1 Franchisee is and will be an independent contractor and nothing herein contained will be

construed so as to create an agency relationship, partnership or joint venture between Franchisor and Franchisee. Franchisee will have no authority to bind or attempt to bind Franchisor in any manner or form.

12.2 Franchisee will not use any stationery, invoices, checks, or to do any acts which do not clearly

reflect that the Franchised Business is being operated by Franchisee as an independent contractor. Without limiting the foregoing, all contracts, purchases and other transactions in connection with the Franchised Business will be made in Franchisee’s name.

12.3 Franchisee certifies that neither Franchisee nor any of its Affiliates, Principals, employees, or other

Persons associated with Franchisee is listed in the Annex to Executive Order 13224 (“the Annex,” which is available at http://www.treasury.gov/offices/enforcement/ofac/sdn.) Franchisee shall not hire or have any dealings with a Person listed in the Annex. Franchisee certifies that it has no knowledge or information that, if generally known, would result in Franchisee or any of its Affiliates, Principals, employees, or other Persons associated with Franchisee being listed in the Annex. Franchisee shall comply with and/or assist Franchisor to the fullest extent possible in Franchisor’s efforts to comply with the Anti-Terrorism Laws (as defined in Section 1 of this Agreement). In connection with such compliance, Franchisee certifies, represents, and warrants that none of its property or interests are subject to being “blocked” under any of the Anti-Terrorism Laws and that Franchisee and its Affiliates and Principals are not otherwise in violation of any of the Anti-Terrorism Laws. Franchisee is solely responsible for ascertaining what actions must be taken by Franchisee to comply with all Anti-Terrorism Laws, and Franchisee specifically acknowledges and agrees that its indemnification responsibilities in Section 18.6 of this Agreement include Franchisee’s obligations under this Section 12.3. Any misrepresentation by Franchisee under this paragraph or any violation of the Anti-Terrorism Laws by Franchisee, its Affiliates, Principals, employees, or other Persons associated with Franchisee, will constitute grounds for immediate termination of this Agreement and any other agreement between any Franchisor-Related Person and Franchisee or any of its Affiliates, Principals, employees, or other Persons associated with Franchisee.

13. MARKS, COPYRIGHTED WORKS AND CONFIDENTIAL INFORMATION 13.1 Franchisee acknowledges and agrees that, as between Franchisor and Franchisee, Franchisor

owns all right, title and interest in and to the System, the Marks, the Copyrighted Works and the Confidential Information and will remain solely in Franchisor, and the material and information now and hereafter provided or revealed to Franchisee are revealed in confidence and Franchisee expressly agrees to keep and respect the same. Franchisee will take steps to ensure that Franchisee’s employees also maintain such confidentiality.

13.2 Franchisee will use the Marks only in connection with operating and promoting the Franchised

Business, and may use the Marks only in accordance with the Standards. 13.3 Franchisee will not use the Marks in Franchise’s corporate name, and every use of “SPEEDPRO” as

a service mark or trade name or other identifier of the Center must be in conjunction with the suffix or other words or phrases more specifically identifying the Center in the exact format that Franchisor prescribes. Franchisee will comply with Franchisor’s requirements, and all

requirements imposed by the jurisdiction in which the Center is operated, concerning fictitious name registration and usage. Franchisee will not register any of the Marks as part of any Internet domain name or URL, and may not display or use any of the Marks or Copyrighted Works in connection with any advertising or promotional materials, which we have not previously approved for use.

13.4 Franchisee will identify Franchisee as the owner and independent operator of the Center, by

placing a conspicuous notice in the form and in the places Franchisor requires. This may include on premises notices or prescribed designations on business forms, stationery and contracts.

13.5 Franchisor may designate new, modified or replacement Marks for Franchisee’s use, and may

require Franchisee to use them in addition to or instead of any of the previously designated Marks. These requirements may include, among other things, conducting business under a different trade name. Franchisee will pay its own expenses associated with implementing required changes, which may include, the cost of replacement signage and trade dress, purchasing replacement forms and other materials bearing the Marks, and developing replacement advertising. Upon notice from Franchisor, Franchisee will promptly begin use of new or altered Marks and cease use of discontinued Marks.

13.6 Upon the expiration or termination of this Agreement for whatever reason, Franchisee hereby

irrevocably appoints Franchisor as its attorney in fact to execute all such documents and take all such steps as may be reasonably required to end and cause the discontinuance of Franchisee’s use of the Marks. Franchisee acknowledges that the neglect or refusal to discontinue the use and/or display of the Marks immediately upon the expiration or earlier termination of this Agreement will result in serious damage and/or loss to Franchisor, pre-estimated and agreed by the parties to be in the amount of Two thousand and 00/100 Dollars ($2,000.00) per day. Franchisor’s right to claim the same in such a situation will be in addition to any and all other rights and remedies at law or in equity of which Franchisor may avail itself.

13.7 Neither this Agreement, nor the operation of the Franchised Business, will be deemed to confer

upon Franchisee any interest in any Marks now or hereafter owned by Franchisor except for the right to use the same in accordance with the terms of this Agreement. Franchisee will not use any of Franchisor’s Marks in any manner calculated to represent that Franchisee is the owner of any of the same. Franchisee agrees, both during the Term and renewal period as well as following the expiration or earlier termination of this Agreement, not to dispute or contest, directly or indirectly, the validity or enforceability of any of Franchisor’s Marks, not to directly or indirectly attempt to dilute the value of the goodwill attaching to any of Franchisor’s Marks, and not to cancel, procure or assist anyone else to do the same.

13.8 Franchisee will immediately notify Franchisor of any apparent infringement of, or challenge to,

Franchisee’s use of the Marks, Copyrighted Works or Confidential Information, and Franchisor or its Affiliate will take whatever action they determine to be appropriate under the circumstances. If Franchisor or its Affiliate undertakes the defense or prosecution of any litigation or administrative proceeding pertaining to any of the Marks, Copyrighted Works or Confidential Information, Franchisee will sign all documents, perform all acts and otherwise cooperate with Franchisor or its Affiliate and their counsel as Franchisor may reasonably request for purposes of carrying out such defense or prosecution.

13.9 All ideas, concepts, techniques and materials concerning the Franchised Business

(“Improvements”), whether or not protectable intellectual property and whether created by or for

Franchisee or its agents or employees, must be promptly disclosed to Franchisor and will be deemed the sole and exclusive property of Franchisor as works made-for-hire for Franchisor. Franchisor has the right to make any Improvement a part of the System, and no compensation will be due to Franchisee or its Principals or employees therefor. To the extent that any Improvement does not qualify as a “work made-for-hire” for Franchisor under federal copyright law, Franchisee shall assign ownership of the Improvement and all related rights to Franchisor and shall sign whatever assignment or other documents Franchisor requests to establish Franchisor’s ownership or to assist Franchisor in obtaining intellectual property rights in the Improvement. Likewise, Franchisor shall disclose to Franchisee any Improvement developed by other Speedpro Franchisees that are made a part of the System. The word “Improvements” includes, but is not limited to, advertising, marketing, promotional, public relations, and sales concepts, plans, programs, activities and materials developed by or on behalf of Franchisee.

14. RESTRICTIONS ON ASSIGNMENT 14.1 This Agreement is fully assignable by Franchisor and will inure to the benefit of any assignee or

other legal successor to the interests of Franchisor, provided that such assignee agrees in writing to be bound by the terms of this Agreement, and upon such assumption Franchisor will be under no further obligation hereunder.

14.2 Franchisee understands and acknowledges that the rights and duties created by this Agreement

are personal to Franchisee and that Franchisor has granted this Agreement in reliance upon the individual character, skill, aptitude, attitude, business ability and financial capacity of Franchisee and his key personnel. Therefore, Franchisee will not affect a Transfer without the prior written approval of Franchisor. Any such Transfer without Franchisor’s prior written approval will constitute a breach hereof and will convey no rights to or interest in this Agreement to such assignee. Franchisor’s consent to a Transfer will not be effective unless prior to the effective date of the Transfer: 14.2.1. All obligations of Franchisee incurred in connection with this Agreement or the transaction

contemplated hereby will have been assumed by the assignee; 14.2.2. Franchisee will have paid all amounts owed for supplies, materials, products and services

purchased by Franchisee from Franchisor, Franchisor’s designated suppliers, and other suppliers to Franchisee, and all other amounts owed to Franchisor;

14.2.3. The transferee will have completed Franchisor’s training program and executes

Franchisor’s then prescribed form of Franchise Agreement and all of the agreements and legal instruments and documents then customarily used by Franchisor in the grant of franchises and licenses, provided that Franchisor will not charge such assignee an Initial Franchise Fee;

14.2.4. In recognition of the administrative, legal and new franchisee support expenses which will

be incurred by Franchisor, Franchisee or transferee will have paid to Franchisor the Transfer Fee plus applicable taxes, except that the Transfer Fee will not be required in the case of a transfer to Franchisor pursuant to Section 14.3 or a transfer pursuant to Section 14.4; and

14.2.5. Franchisee and, if Franchisee is not an individual, each of Franchisee’s shareholders, members, or partners will have executed a mutual General Release in favor of Franchisor and, if this Agreement has been assigned by Franchisor then also in favor of such assignee, in the form prescribed by Franchisor, and Franchisor hereby agrees to then execute the same.

14.2.6. Franchisee covenants and agrees, as condition subsequent to the transfer, to provide a

minimum of two (2) weeks of training to the transferee in accordance with a training schedule preapproved by Franchisor.

In connection with any request by Franchisee for Franchisor’s consent to a Transfer, Franchisee will provide all requested information on the proposed transferee, as Franchisor requires.

14.3 If Franchisee will at any time desire to assign this Agreement in connection with the sale of all or

substantially all of the assets of the Franchised Business, then Franchisee will obtain a bona fide arms’ length, executed written offer from a responsible and fully disclosed purchaser and will submit an exact copy of such offer to Franchisor. Franchisor will have the right, exercisable by written notice delivered to Franchisee within twenty (20) days from the date of delivery of an exact copy of such offer to Franchisor, to purchase the assets for the price and on the terms and conditions contained in such offer, provided that (a) Franchisee may substitute cash for any form of payment proposed in such offer; (b)the amount of any commission or fee that would otherwise have been payable in connection with the proposed sale will be deducted from the purchase price payable by Franchisor; and (c) Franchisor will have forty (40) days from the date of delivery of its notice exercising its right of first refusal to prepare for closing. If Franchisor does not exercise its right of first refusal, Franchisee may assign his interest in this Agreement and the assets of the Franchised Business to such purchaser pursuant to and on the terms of such offer, subject to Franchisor’s approval as provided in section 14.2, provided that if the sale is not completed within one hundred (120) days after delivery of such offer to Franchisor, or if there is a material change in the terms of the sale, Franchisor will again have the right of first refusal herein provided.

14.4 Sections 14.2 and 14.3 will not apply to the assignment of an individual franchisee’s interest in this Agreement to a corporation or other legal entity, the voting shares of which are beneficially owned and controlled by Franchisee, or to an assignment to Franchisee’s family trust, but in such cases, Franchisee will not be released from personal responsibility for the performance of Franchisee’s obligations under this Agreement. However, if by sale or other disposition of its shares or securities the control of the entity or trust is changed at any time, such change will be considered a Transfer to which sections 14.2 and 14.3 apply, and such change of control will not be effective without the prior written consent of Franchisor. Section 14.3 and subsection 14.2 will not apply to a Transfer to Franchisee’s spouse and/or child(ren).

14.5 In the event of death or incapacity of Franchisee or any Principal holding a controlling Ownership

Interest in Franchisee, the heirs or representatives will have six (6) months from the date of death or incapacity to execute a then-current Franchise Agreement, with the term thereof to reflect the balance left in the Term of this Agreement; or Transfer Franchisee’s rights to a third party approved by Franchisor; or, at the request of Franchisee’s heirs or representatives, Franchisor will act as non-exclusive agent for the sale of Franchisor’s rights under this Agreement and the business upon terms mutually agreed upon between Franchisor and the heirs or representatives.

Franchisor will be entitled to a fee, in an amount as agreed upon by the parties, in the event Franchisor provides services pursuant to this Section. In order to prevent the interruption of the business, Franchisee authorizes Franchisor, at its option, to operate the Franchised Business for so long as Franchisor deems necessary. All monies from the operation of the business during such period of operation by Franchisor will be kept in a separate account, and the expenses of Franchisor during such period for operating business, including reasonable compensation of Franchisor and its employees or representatives, will be charged to such account. Franchisee agrees to save harmless and fully indemnify Franchisor and its employees and representatives for and against all claims, losses or actions in connection with Franchisor’s operation of the business, as provided in this Section.

14.6. It is further understood and agreed that in no event will Franchisee voluntarily mortgage, pledge,

grant a security interest in or otherwise encumber this Agreement herein, the rights granted hereunder, or the assets of the Franchised Business, without the prior consent of Franchisor, such consent not to be unreasonably withheld.

14.7 In the event of a Transfer to a third party in accordance with this Section 14, Franchisee will not

retain any interest in this Agreement, the franchised rights conferred hereunder, or the assets of the Franchised Business, except as agreed to in writing by Franchisor.

14.8 In no event will Franchisee advertise the Franchised Business or this franchise for sale without

Franchisor’s prior written consent, such consent not to be unreasonably withheld. 15. RESTRICTIVE COVENANTS 15.1 Franchisee acknowledges that the System is of considerable value and accordingly, during the

Term and any renewal of this Agreement, and for a period of one (1) year from the date of the expiration or earlier termination of this Agreement, and if one (1) year is deemed by a court of competent jurisdiction to be an unenforceable period of time, then for six (6) months following expiration or termination of this Agreement, and if six months is deemed by a court of competent jurisdiction to be an unenforceable period of time, then for three (3) months following expiration or termination of this Agreement, Franchisee will not in the Restricted Area, either individually, in partnership, or jointly or in conjunction with any person, firm, association, syndicate, corporation or other entity, either as principal, agent, shareholder or in any other manner whatsoever, carry on business in competition with Franchisor or any of its franchisees, or lend money to, guarantee the debts or obligations of or permit Franchisee’s name to be used or employed by any person, firm, association, syndicate, corporation or other entity whose business is competitive with or similar in nature to the operation of the Franchised Business. This restriction will apply without limitation during the Term or renewal of this Agreement, and for the one (1) year period following the expiration or earlier termination of this Agreement, and if one (1) year is deemed by a court of competent jurisdiction to be an unenforceable period of time, then for six (6) months following expiration or termination of this Agreement, and if six (6) months is deemed by a court of competent jurisdiction to be an unenforceable period of time, then for three (3) months following expiration or termination of this Agreement, this restriction will apply throughout the State in which the Center is located.

15.2 During the Term and renewal term, and for a period of one (1) year following the expiration or

earlier termination of this Agreement, and if one year is deemed by a court of competent jurisdiction to be an unenforceable period of time, then for six (6) months following expiration or

termination of this Agreement, and if six (6) months is deemed by a court of competent jurisdiction to be an unenforceable period of time, then for three (3) months following expiration or termination of this Agreement, Franchisee will not in the Restricted Area: 15.2.1. solicit or induce for employment any person who is, at such time, employed by Franchisor

or any of its other franchisees; 15.2.2. divert or attempt to divert any business of, or any customers of the Franchised Business, or

of any of Franchisor’s other franchisees, to any other business in competition with the Franchised Business or any of Franchisor’s other franchisees.

15.3 Franchisee agrees that the restrictions set forth in this Section 15 are reasonable in order to

protect the legitimate business interests of Franchisor and the time and expense incurred in establishing the System and accordingly all defences to the strict enforcement of such restrictions by Franchisor are waived.

16. TERMINATION 16.1 This Agreement and the rights conferred upon Franchisee hereunder may be terminated, at

Franchisor’s option, immediately following the occurrence of any of the following events: 16.1.1. if Franchisee fails to furnish reports, financial statements, tax returns or schedules or any

other documentation required under this Agreement at the times specified and such default is not remedied within fifteen (15) days of the date notice is given to Franchisee explaining such default, or if Franchisee for a reason other than by clerical error understates Gross Sales for any period by more than five percent (5%);

16.1.2. if the lease for the Center premises is terminated by reason of a breach by Franchisee or

Franchisee’s employees or agents, of any covenant therein to be observed or performed by Franchisee;

16.1.3. if an assignment of Franchisee’s interest in this Agreement is purportedly made except in

full compliance with the requirements of Section 14; 16.1.4. if Franchisee engages in any conduct or practice that reflects unfavorably or is detrimental

or harmful to the good name or reputation of Franchisor or the System or any of the Marks, and Franchisee fails to cease such conduct or practice within two (2) days of notice from Franchisor;

16.1.5. if Franchisee is in default of any of Franchisee’s obligations in this Agreement (other than

those specifically described in this Section 16.1) or in any other agreement made in connection with the Franchised Business and, such default is not cured within 30 business days of Franchisor’s notice to Franchisee explaining such default, provided that if the default pertains to the lease for the Center premises the time permitted, if any, to cure the default will be as specified in the lease;

16.1.6. if Franchisee has received from Franchisor during any consecutive six (6) months period

three (3) or more notices relating to actual and substantial defaults, regardless of whether

such notices relate to the same or different defaults and regardless of whether such defaults have been remedied by Franchisee;

16.1.7. if Franchisee becomes insolvent or makes an assignment in bankruptcy, or if a petition in

bankruptcy is filed against and consented to by Franchisee, or is not dismissed within thirty (30) days, or if Franchisee is adjudicated a bankrupt, or a proceeding for the appointment of a receiver or other custodian for Franchisee and/or the Franchised Business is filed and is consented to by Franchisee, or is not dismissed within thirty (30) days, or if Franchisee makes a proposal to its creditors or if any of the assets of the Franchised Business will be seized by any sheriff, bailiff or any other officer of justice; or

16.1.8. if Franchisee ceases or takes any steps to cease the operation of the Franchised Business.

16.2 Upon expiration or termination of this Agreement for any reason:

16.2.1. all rights of Franchisee hereunder will be at an end and Franchisee will immediately cease

to use any of the Marks, by advertising or otherwise, and will take such action as Franchisor may deem necessary or advisable to evidence the fact that Franchisee has ceased such use and has no further interest or right thereunder;

16.2.2. will immediately return to Franchisor all copies of the operations manual and all brochures

and other advertising materials used by or in the possession of Franchisee relating to the Franchised Business, together with all materials (including inventory) bearing any of the Marks;

16.2.3. Franchisee will cause all telephone numbers and all listings applicable to the Franchised

Business in use at the time of such termination or expiration to be transferred to Franchisor or to any other person designated by Franchisor.

16.3 Within sixty (60) days after the expiration or earlier termination of this Agreement, an accounting

between the parties will be conducted to determine the monies due by each to the other under the terms of this Agreement, or under any agreement or instrument entered into in connection with the Franchised Business, and each of the parties agrees to promptly pay to the other, in cash, such amount as may be found to be owing by it to the other pursuant to such accounting. Franchisee further agrees that all fees, costs and expenses reasonably incurred by Franchisor in connection with the termination of this Agreement will be paid by Franchisee and will be part of the accounting provided herein.

16.4 Upon expiration or earlier termination of this Agreement, Franchisee will cease any further

representation to the public that Franchisee is in operation under franchise from Franchisor. 16.5 Upon expiration or earlier termination of this Agreement, Franchisor will have an option, but will

not be required, to purchase any or all of the assets used in the Franchised Business. The purchase price for such assets will be as agreed between the parties or as determined by an experienced valuator of similar business assets. If Franchisor wishes to exercise this option, written notice of the same will be given to Franchisee within thirty (30) days of the expiration or earlier termination of this Agreement. If Franchisor does not exercise this option, Franchisee will be entitled to deal with the assets owned by him provided that such assets do not contain any of the Trademarks.

16.6 Upon expiration or earlier termination of this Agreement, Franchisee irrevocably appoints Franchisor as its attorney in fact to take any action, execute any document or do any other act or thing (including the right to enter the Location) required to ensure that Franchisee’s covenants are complied with.

17. NOTICES 17.1 Any notices or other communications required or permitted to be given hereunder will be in

writing, and will be delivered personally or by facsimile. Either party may change his or its address by notice in writing to the other parties hereto delivered or mailed as aforesaid. Notices or other communications will be deemed to have been received when delivered, or if mailed will be deemed delivered five business days after mailing.

18. OTHER PROVISIONS 18.1 All obligations of Franchisor or Franchisee which expressly or by their nature survive termination

or expiration of this Agreement will continue in full force and effect subsequent to and notwithstanding such termination or expiration until they are ratified or by their nature expire. Without limiting the generality of the foregoing, Sections 9.3 and 11.1, and Articles 13 and 14 will continue in full force and effect to the fullest extent necessary.

18.2 Franchisee represents and warrants that, except as disclosed in writing to Franchisor, neither

Franchisee nor any corporation or partnership in which Franchisee has held a controlling interest has been a party to any legal proceedings within the last five (5) years.

18.3 Franchisee acknowledges that Franchisor may appoint regional representatives (the

“Representative”) to assume and perform, as an independent contractor and not as an agent of Franchisor, all or certain of Franchisor’s responsibilities under this Agreement. Franchisor will give Franchisee written notice of the appointment of a Representative and such Representative’s address. Until Franchisee is otherwise notified in writing by Franchisor, the Representative will have all of the rights and duties of Franchisor under this Agreement.

18.4 Franchisee covenants that he has had the opportunity to obtain legal counsel and is entering into

this Agreement freely and voluntarily. Franchisee appreciates the risks inherent in any business enterprise, and further appreciates that as long as Franchisor performs its obligations under this Agreement, Franchisee will be solely responsible for the success or failure of the business enterprise contemplated hereby. This Agreement supersedes all previous agreements and understandings between the parties relating to the matters covered by this Agreement and Franchisor and its representatives have made no representations, warranties, inducements, agreements or promises other than those set forth herein. Nothing in this or in any related agreement, however, is intended to disclaim the representations made in Franchisor’s franchise disclosure document furnished to Franchisee.

18.5 No waiver of Franchisee’s obligations or the rights of Franchisor will occur as a result of any

condoning, excusing, overlooking or delay by Franchisor in respect of any breach by Franchisee, other than an express waiver in writing, duly executed on behalf of Franchisor.

18.6 Franchisee shall hold harmless and indemnify Franchisor, any Affiliate, all holders of a legal or beneficial interest in Franchisor and all officers, directors, legal representatives, shareholders, managers, members, partners, owners, employees and agents (in their corporate and individual capacities, successors and assigns (collectively “Franchisor Indemnities”) from and against all losses, damages, fines, costs, expenses or liability (including reasonable attorneys’ fees and all other costs of litigation) incurred in connection with any action, suit, demand, claim, investigation or proceeding, or any settlement thereof, which arises from or is based upon Franchisee’s(a) ownership or operation of the Franchised Business; (b) violation, breach or asserted violation or breach of any federal, state or local law, regulation or rule; (c) breach of any representation, warranty, covenant, or provision of this Agreement or any other agreement between Franchisee and Franchisor (or any Affiliate); (d) defamation of Franchisor or the System; (e) acts, errors or omissions committed or incurred in connection with the Franchised Business, including any negligent or intentional acts; or (f) infringement, violation or alleged infringement or violation of any Mark, patent or copyright or any misuse of the Confidential Information. The obligations of this Section shall expressly survive the termination of this Agreement.

18.7 This Agreement will be construed and interpreted in accordance with the laws of the State of

ARIZONA and the parties irrevocably consent to personal jurisdiction in the state and federal courts located within the State of ARIZONA.

18.8 All words in this Agreement will be deemed to include any number or gender as the context and

the sense of this Agreement requires. 18.9 Time will be of the essence of this Agreement. 18.10 Notwithstanding any other provision of this Agreement, if Franchisee fails to pay to Franchisor as

and when due any sums of money, Franchisor may, at its election, deduct any and all such sums remaining unpaid from any monies or credit due to Franchisee. Franchisee will not withhold payment of any amounts due to Franchisor, its affiliates or subsidiaries.

18.11 The rights of Franchisor hereunder are cumulative, and no exercise or enforcement by Franchisor

of any right or remedy will be exclusive of any other right or remedy permitted hereunder or which Franchisor is otherwise entitled by law to enforce.

18.12 Each provision of this Agreement is declared to constitute a separate and distinct covenant and to

be severable from all other such separate and distinct covenants. If any covenant or provision herein contained is determined to be void or unenforceable, in whole or in part, such determination will not affect or impair the validity or enforceability of any other covenants or provisions contained in this Agreement and the remaining provisions of this Agreement will be valid and enforceable to the fullest extent permitted by law.

18.13 The headings of this Agreement are inserted for convenience of reference only and will not affect

the construction or intent of this Agreement. 18.14 The parties will execute and deliver such further and other documents and instruments and do

such further acts or things as may be necessary or desirable in order to give full effect to this Agreement.

18.15 Any modifications to this Agreement must be in writing signed by the parties, except for such modifications as may be required by law which will be deemed to be made to this Agreement without any further action by the parties.

18.16 Except as provided herein, any controversy or claim arising out of or relating to this Agreement or

its breach or the franchise relationship created by this Agreement including, without limitation, any claim that this Agreement or any part thereof is invalid, illegal or otherwise voidable or void, as well as all civil claims based on public policy and federal, state and local statutes, regulations and ordinances (including claims based on federal, state or local laws pertaining to granting or establishing franchises and deceptive and unfair trade practices), will be submitted to arbitration for determination by one arbitrator chosen from a list of impartial arbitrators supplied by the American Arbitration Association and in accordance with the commercial arbitration rules of the American Arbitration Association (“AAA”). Arbitration will be conducted within the State of ARIZONA under ARIZONA law and only on an individual, and not a class-wide, basis. Excepted from this arbitration provision will be any claim related to Franchisee’s use of the Marks and/or violation of the noncompete covenants in Section 15, and requests by either party for temporary restraining orders, preliminary or permanent injunctions or other procedures in a court of competent jurisdiction to obtain interim or permanent relief when deemed necessary by the court to preserve the status quo or prevent irreparable injury. Judgment upon an arbitration award may be entered in any court having competent jurisdiction and will be binding, final and non-appealable.

18.17 If any provision of this Agreement violates any applicable federal or state law or regulation, then

such law or regulation will apply and be deemed substituted for the conflicting provision of this Agreement.

18.18 This Agreement may be signed by the parties hereto in several counterparts, all of which together

will form one and the same instrument and each of which so signed will be deemed to be an original.

This Agreement will not be binding upon Franchisor unless and until it has been executed

by an authorized officer of Franchisor.

The parties are signing this Agreement on the dates below, to be effective as of the Effective Date on the Summary Page, notwithstanding its actual date of execution. SPEEDPRO USA, LLC, Franchisor, by its Managing Member, Speedpro USA, Inc., a Texas corporation FRANCHISEE By: By: Print Name Print Name Title: Title: Date: Date:

SCHEDULE A

START UP PACKAGE

OPENING INVENTORY LIST A. RENOVATIONS & FIXTURES 1 Large Work Table 1 Laminating Table Surface Melamine Shelf Unit 4 Customer Chairs 3 Office Chairs 1 Office Desk 1 Filing Cabinet / 4 Drawers 1 Marketing Work Station 1 Design Work Station Interior / Exterior Signage Coordinate All Relevant Demolition B. EQUIPMENT & SOFTWARE 2 1 Pentium Graphics Computer, 1 Laptop Computer Inc. Operating Software 1 Standard Business PC , Inc. Operating Software 2 Color Monitors 3 CD Rom Drives & Burner 1 Desktop HP Scanner (SCSI Connection) 3 10’ Network Cables 1 USB Cable 1 Wide Format Printer System 1 Design Work Station 1 GX500 – Plotter / Cutter 1 Large Format Laminating Unit 1 Graphics Station Printer 1 Plain Paper Fax Machine 1 Adobe Illustrator Design Software 1 Adobe Photoshop 1 Microsoft Office 1 QuickBooks – Basic 1 SpeedPro Simple Business Management Software 1 Retractable Tradeshow Banner Stand 1 Inkjet Drying Unit (on border with the Printer) 1 Tension Exhibit Banner Stand 3 Surge Protectors Optional 1 Speedpro Power-Play” option adds the FB500 Substrate Direct Printing System –

Additional $97,500 cost

C. INVENTORY (PRODUCTION MATERIAL) 1 Orbital Truss Display Structure (to Suit Space) 1 Halogen Lighting 1 Roll of Laminate 1 Roll of Premium Caste Vinyl 1 Roll of Economy Calendared Vinyl 1 Roll of PVC Banner 4 Sheets of 4’ x 8’ White Coroplast 2 Sheets of 4’ x 8’ White 3mil PVC 2 Sheets of Form Core 2 36” Straight Edge 4 Application Squeegees 1 Box of File Holders 1 Large Utility Knife 3 Small Utility Knives 1 First Aid Kit 1 32 Gallon Trash Can with Lid 1 32 Gallon Trash Can Liners 2 Small Trash Cans 1 Brochure Holder 2 Rolls of Masking Tape 1 Set of Stackable Trays 3 Two-Line Telephones 1 Operations Manual 1 Marketing Manual 1 Box of Hanging Red Files 8 Wall-Mounted Trays 3 Mouse Pads 1 Package of CD-Rs Note: Any items on this Schedule A are subject to change without notice

SCHEDULE B

ADDENDUM TO THE FRANCHISE AGREEMENT

SCHEDULE B - GENERAL RELEASE LANGUAGE 1. Release – General Provisions. Franchisee and each of its Principals, and all Affiliates of either of

them, on their own behalf and on behalf of their respective successors, assigns, and anyone claiming through or under them (collectively referred to as the “Releasing Parties”), hereby waive, release, acquit, and forever discharge each and all of the Franchisor-Related Persons of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, liabilities, claims, demands, damages, losses or expenses, of any nature whatsoever, known or unknown, fixed or contingent, which they have, or may hereafter have, against the Franchisor-Related Persons, individually or collectively, including all matters, causes or things whatsoever, that were or have been, or could have in any way been alleged in any pleadings filed in any suit or arbitration (the “Claims”).

2. Without limiting the generality of subparagraph 1 above, the Releasing Parties intend this release, as it pertains to Claims by them or to anyone claiming through or under them, to cover, encompass, relinquish, and extinguish all Claims against the Franchisor-Related Persons, including, but not limited to, all Claims arising from any misrepresentation in or omission from any disclosure document received by Franchisee or any of its Affiliates or Principals, or from a violation of the Sherman Antitrust Act, the Federal Trade Commission Act, the Federal Trade Commission Trade Regulation Rule entitled Disclosure Requirements and Prohibitions Concerning Franchising (16 C.F.R. 436), any amendment or successor to any of the foregoing statutes or regulations, or any other federal or state (including, without limitation, the state in which the principal office of the Franchised Business is located and the state in which Franchisee was organized) securities, franchise, business opportunity, antitrust, consumer protection, or unfair or deceptive trade practices law or regulation.

3. The Releasing Parties expressly acknowledge and agree that the Claims each of them is releasing include any and all claims of every nature and kind whatsoever, whether known or unknown, suspected or unsuspected, foreseen or unforeseen, accrued or contingent, intentional or unintentional, and liquidated or unliquidated. The Releasing Parties specifically waive the protection afforded by any statute or law in any jurisdiction, the purpose, substance, or effect of which is to provide that a general release does not extend to claims, material or otherwise, which do not exist or which the person giving the release does not know or suspect to exist at the time of executing the release. The Releasing Parties intend for this release to be as broad as is permitted by law and unqualifiedly general in scope and effect, and that any Claims against any of the Franchisor-Related Persons are hereby forever canceled and forgiven.

4. Risk of Mistake. The Releasing Parties expressly assume the risk of any mistake of fact or fact of which they may be unaware or that the true facts may be other than any facts now known or believed to exist by them, and it is their intention to forever settle, adjust and compromise any and all present and future disputes with respect to all matters from the beginning of time to the date of this document. finally and forever, and without regard to who may or may not have been correct in their understanding of the facts, law or otherwise. All releases given by the Releasing Parties are intended to constitute a full, complete, unconditional and immediate substitution for any and all rights, claims, demands and causes of action that exist, or might have existed, on the date of this release. The Releasing Parties represent and warrant that they have made such independent investigation of the facts, law and otherwise pertaining to all matters discussed, referred to or released in or by this release as the Releasing Parties, in their independent judgment, believe necessary or appropriate. The Releasing Parties have not relied on any statement, promise, or representation, whether of fact or law, or lack of disclosure of any fact or law, by the Franchisor-

Related Persons or anyone else, not expressly set forth herein, in executing this document and the related releases.

5. No Assignment or Transfer of Interest. The Releasing Parties represent and warrant that there has been, and there will be, no assignment or other transfer of any interest in any Claims that the Releasing Parties may have against any or all of the Franchisor-Related Persons, all Claims having been fully and finally extinguished, and the Releasing Parties shall forever indemnify and hold the Franchisor-Related Persons harmless from any liability, claims, demands, damages, losses, costs, expenses or attorneys’ fees incurred by any of the Franchisor-Related Persons as a result of any Person asserting any interest in any of the Claims or any voluntary, involuntary or other assignment or transfer, or any rights or claims under any assignment, transfer, or otherwise. It is the intention of the parties that this indemnity does not require payment by any of the Franchisor-Related Persons as a condition precedent to recovery against the Releasing Parties under this indemnity.

6. Attorneys’ Fees. If the Releasing Parties, or any Person acting for or on behalf of, the Releasing Parties or claiming to have received, by assignment or otherwise, any interest in any of the Claims, commence, join in, or in any manner seek relief through any suit or other legal or equitable proceeding arising out of, based upon or relating to any of the Claims released hereunder, or in any manner asserts against all or any of the Franchisor-Related Persons any of the Claims released hereunder, the Releasing Parties shall pay all attorneys’ fees and other costs incurred by any of the Franchisor-Related Persons in defending or otherwise responding to said suit or assertion, directly to the Franchisor-Related Persons incurring such costs.

7. Date of Releases; Joint and Several Liability. The releases granted hereunder will be deemed effective as to each of the Releasing Parties as of the date this document is signed by each of the Releasing Parties. The liabilities and obligations of each of the Releasing Parties (and any other Person providing releases to the Franchisor-Related Persons) will be joint and several.

8. In this document, the term “Franchisor-Related Persons” means Franchisor and each and all of the following, whether past, current, or future: persons acting through, in concert with Franchisor, or as affiliates of Franchisor or of any of the foregoing; partners, members, shareholders, officers, directors, agents, attorneys, accountants, and employees of Franchisor or any of the foregoing; and predecessors, successors, or assigns of Franchisor or any of the foregoing. The word “person” includes individuals, corporations, limited liability companies, partnerships of any kind, unincorporated associations, joint ventures, governments, governmental bodies or agencies, commissions, estates, trusts, charitable organizations, and all other entities and organizations of any kind.

9. Defined Terms. Capitalized words that are not defined in this document are used as defined in the franchise agreement between Franchisee and Franchisor.

PEEDPRO USA, LLC, Franchisor, by its Managing Member, Speedpro USA, Inc., a Texas corporation FRANCHISEE By: By: Print Name Print Name

Title: Title: Date: Date:

FINANCIAL STATEMENTS

EXHIBIT C

SPEEDPRO USA, LLC


DECEMBER 31, 2012 AND 2011

CONTENTS

Page INDEPENDENT AUDITOR’S REPORT 1 FINANCIAL STATEMENTS Balance sheets 2 Statements of income and members’ equity 3 Statements of cash flows 4 Notes to financial statements 5-11

1

INDEPENDENT AUDITOR’S REPORT

To the Members Speedpro USA, LLC Scottsdale, Arizona We have audited the accompanying financial statements of Speedpro USA, LLC, which comprises the balance sheets as of December 31, 2012 and 2011 and the related statements of income and members’ equity and cash flows for the years then ended, and the related notes to the financial statements. Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud of error. Auditor’s Responsibility Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting principles used and the reasonableness of significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Speedpro USA, LLC as of December 31, 2012 and 2011, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Tempe, Arizona February 11, 2013

SPEEDPRO USA, LLC

2012 2011ASSETS

CURRENT ASSETSCash and cash equivalents 1,194,058$ 603,748$ Royalties receivable 105,705 88,122Other receivables 138,411 106,765Prepaid expenses and other assets - 6,003Prepaid franchise costs 30,000 492,212

Total current assets 1,468,174 1,296,850

PROPERTY AND EQUIPMENT, net 261,912 355,854

NOTE RECEIVABLE- RELATED PARTY 549,415 1,500,000

OTHER ASSETS 23,526 23,526

2,303,027$ 3,176,230$

LIABILITIES AND MEMBERS' EQUITYCURRENT LIABILITIES

Current portion of long-term debt and capital leases 114,145$ 108,402$ Accounts payable and accrued expenses 671,400 197,204Deferred franchise fees 548,350 1,822,675Deferred rent and deposits 23,944 48,777

Total current liabilities 1,357,839 2,177,058

LONG-TERM DEBT AND CAPITAL LEASES, less current portion 98,719 202,241

COMMITMENTS (Note 4)

MEMBERS' EQUITY 846,469 796,931

2,303,027$ 3,176,230$

BALANCE SHEETS

December 31, 2012 and 2011

See Notes to Financial Statements

2

SPEEDPRO USA, LLC

2012 2011

Revenues:Franchise fees 5,540,745$ 5,710,530$ Royalties 1,617,173 1,158,164Other revenue 1,377,775 746,199

Total revenues 8,535,693 7,614,893

Operating expenses:Advertising and marketing 180,288 70,266Master royalties and commissions 561,419 345,284Auto expenses 28,509 27,952Auto lease 10,361 21,991Sales commissions 1,426,605 970,592Conferences and tradeshows 10,689 96,844Employee benefits 45,535 40,234Insurance 8,462 899Other expenses 25,024 11,624Office expense 64,370 45,002Compensation and management fees 798,305 836,470Professional fees 153,298 56,805Product for resale 1,058,681 620,874Rent 61,865 61,296Store development and build out 1,368,860 1,597,120Telephone 35,840 30,185Travel and entertainment 79,783 82,497Depreciation and amortization 119,328 27,292

6,037,222 4,943,227

Income from operations 2,498,471 2,671,666

Other income (expense):Interest income 21,453 1,259 Interest expense (26,108) (8,286)

(4,655) (7,027)

Net income 2,493,816$ 2,664,639$

Members' equity, beginning of year 796,931$ 631,312$

Net income 2,493,816 2,664,639 Contributions 19,763 - Distributions (2,464,041) (2,499,020)

Members' equity, end of year 846,469$ 796,931$

STATEMENTS OF INCOME AND MEMBERS' EQUITY

Years Ended December 31, 2012 and 2011


3

SPEEDPRO USA, LLC

2012 2011

CASH FLOWS FROM OPERATING ACTIVITIESNet income 2,493,816$ 2,664,639$ Adjustments to reconcile net income to net cash

provided by operating activities:Depreciation and amortization 119,328 27,292 Change in assets and liabilities:

Royalties receivable (17,583) (21,473) Other receivables (31,646) (76,121) Franchise fees receivable - 176,900 Prepaid expenses and other assets 6,003 23,148 Prepaid franchise costs 462,212 448,144 Accounts payable and accrued expenses 474,196 2,616 Deferred rent and deposits (24,833) 6,790 Deferred franchise fees (1,274,325) (1,824,225)

Net cash provided by operating activities 2,207,168 1,427,710

CASH FLOWS FROM INVESTING ACTIVITIESPurchases of property and equipment (4,163) - Net repayments (advances) on related party note 950,585 (145,649)

Net cash provided by (used in) investing activities 946,422 (145,649)

CASH FLOWS FROM FINANCING ACTIVITIESPrincipal payments on long-term debt and capital leases (113,280) (25,214) Contributions from members 3,293 - Distributions to members (2,453,293) (2,499,020)

Net cash used in financing activities (2,563,280) (2,524,234)

Net increase (decrease) in cash and cash equivalents 590,310 (1,242,173)

Cash and cash equivalents:Beginning 603,748 1,845,921

Ending 1,194,058$ 603,748$

SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATIONCash paid for interest 26,108$ 8,286$

Non cash investing and financing activates:Equipment and software acquired under terms of capital leases -$ 275,711$

Vehicle contributed by non-managing member 31,971$ -$

Debt on vehicle contributed by non-managing member 15,501$ -$

Vehicle distributed to non-managing member 10,748$ -$

STATEMENTS OF CASH FLOWS



4

SPEEDPRO USA, LLC

Notes to Financial Statements December 31, 2012 and 2011

5

NOTE 1

NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES

Nature of operations:

Speedpro USA, LLC (“the Company”, an Arizona limited liability company) offers franchises for Speedpro Imaging Centers (the Center), which provide premium large scale graphics, reprographics and related services. The Company offers franchises, including master development franchises, throughout the United States of America. Master developers are required to operate a pilot center in their operating area. The Company was formed on January 10, 2006. The Company’s members are Blair Gran and Speedpro USA, Inc. (a Texas corporation), of which the sole stockholder is Blair Gran. Speedpro USA, Inc. is the managing member.

A summary of the Company’s significant policies follows: Cash and cash equivalents:

For purposes of the statement of cash flows, the Company considers all cash and money market funds with original or purchased maturities of three months or less to be cash equivalents.

Royalties and other receivables:

Receivables are carried at original invoice amount. Receivables are written off when deemed uncollectible. Royalties are directly drafted from the accounts of the franchisees on a monthly basis. No allowance for doubtful accounts was deemed necessary at December 31, 2012 or 2011.

Franchise fees:

Franchise fees include initial franchise fees and start-up fees. Franchise fees are payments for the right to operate a franchise using the Speedpro trade name, for the use of operating manuals and for initial training. Start-up fees are payments for locating the Center; leasehold improvements; the procurement of operating equipment and initial supplies; and other costs relating to the opening of the Center.

Advertising costs: Advertising costs are expensed as incurred. Advertising costs for 2012 and 2011 were $180,288 and $70,266, respectively.

Prepaid franchise costs:

Costs incurred in connection with the sale and development of a franchised Center, prior to the commencement of operations, have been deferred. Such costs include commissions, facility leasing, leasehold improvements, operating equipment, supplies and other expenses directly associated with preparing the Center for operations. Such costs are charged to expense once the pre-opening obligations under the franchise agreement are met and the related revenue is recognized.

SPEEDPRO USA, LLC


6

NOTE 1 (Continued)


Revenue recognition:

Revenues from franchise fees, which are generally non-refundable, are recognized when the pre-opening obligations required by the franchise agreement have been substantially performed by the Company which typically occurs when the franchisee takes possession and begins operating the Center. Master development franchise fees are recognized when the obligations required by the franchise agreement have been substantially performed by the Company which generally coincides with the opening of the pilot center. Royalty revenue from franchisees is based on a percentage of Center sales and is recognized in the period in which the related Center sales occurred. The Company acts as an intermediary for its franchisees to purchase equipment and ink and provides software licensing and web hosting. The revenue for these transactions is recognized when the transactions occur and reported gross of any related expenses.

Property and equipment:

Property and equipment is recorded at cost less accumulated depreciation. Depreciation and amortization are provided on the straight-line method over estimated useful lives. The useful lives range from three to seven years for vehicles, software and furniture and fixtures.

Financial instruments:

The carrying amounts of financial instruments, including cash and cash equivalents, royalties and other receivables, accounts payable, and accrued expenses approximate fair value due to the short maturity of these instruments. The notes payable and capital lease obligations contain the current market interest rates for these transactions.

Income taxes:

Under the provisions of the Internal Revenue Code, the Company has elected to be taxed as a partnership. Under such election, the Company’s taxable income, credits and preferences are passed through to the individual members. Therefore, there is no provision for income taxes in the accompanying financial statements related to this entity. Due to the requirements of the Internal Revenue Code, certain items may be treated differently for income tax reporting than in the financial statements. Therefore, the members' shares of taxable income and deductions may vary from the amounts reported in these financial statements. If assessed, the Company would classify any interest and penalties associated with a tax position as other expenses in the statement of income. The Company has evaluated its tax positions. Currently, the open tax years subject to examination are 2009 through 2011 by the Internal Revenue Service and 2008 through 2011 for state tax returns. However, the Company is not currently under audit nor has the Company been contacted by these jurisdictions. Based on the evaluation of the Company’s tax positions, management believes all tax positions taken would be upheld under an examination. Therefore, no provision for the effects of uncertain tax positions has been recorded for the years ended December 31, 2012 and 2011.

SPEEDPRO USA, LLC


7

NOTE 1 (Continued)


Use of estimates:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Subsequent events:

Subsequent events have been evaluated through February 11, 2013, which is the date the financial statements were available to be issued.

NOTE 2

PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at December 31: 2012 2011

Furniture & equipment $ 56,199 $ 50,333 Vehicles 101,541 105,561 Software 268,881 265,135

426,621 421,029 Less accumulated depreciation and amortization 164,709 65,175

$ 261,912 $ 355,854

Depreciation and amortization expense for 2012 and 2011 was $119,328 and $27,292, respectively.

SPEEDPRO USA, LLC


8

NOTE 3

LONG-TERM DEBT AND CAPITAL LEASES

2012 2011 Long-term debt and capital lease obligations consisted of the following at December 31:

Note payable to a bank; interest at 0.9%; repaid December 2012; collateralized by a vehicle. $ - $ 13,034

Note payable to a bank; interest at 6.0%; monthly principal and interest payments of $1,067, due November 2013; collateralized by a vehicle. 10,385 22,184 Note payable to a bank; interest at 5.3%; monthly principal and interest payments of $1,998, due June 2013; collateralized by a vehicle. 11,634 - Capital lease with Dell; interest at 6.7%; due December 2014; collateralized by equipment. 183,363 265,136

Capital lease with Dell; interest imputed at 22.4%; due November 2014; collateralized by software. 7,482 10,289

212,864 310,643 Less current portion 114,145 108,402 $ 98,719 $ 202,241

Aggregate maturities of long-term debt and capital leases for year ended December 31 are as follows: 2013 $ 114,145 2014 98,719 $ 212,864

NOTE 4 LEASES

Operating leases: The Company leases office space and certain equipment under terms of operating leases. The following is a schedule, by years, of the future minimum lease payments required under these operating leases as of December 31:

2013 $ 53,110 2014 4,761 $ 57,871

SPEEDPRO USA, LLC


9

NOTE 4 (Continued)

LEASES

Capital leases: Included in property and equipment are assets with costs of $275,711 and accumulated amortization of $90,670 and $176 at December 31, 2012 and 2011, respectively. The following is a schedule, by years, of the future minimum lease payments under the capital leases with the present value of the net minimum lease payments as of December 31:

2013 $ 103,056 2014 102,653

205,709 Less amount representing interest 14,864 Present value of net minimum lease payments $ 190,845

NOTE 5

FRANCHISE REVENUE

The Company's franchise fees consists of franchise fees, build out fees and master franchise fees. The following is a summary of changes in the number of franchise stores in operation during the years: Master Franchises Developers Locations

In operation, December 31, 2010 43 12 55

Commenced operations in 2011 21 5 26


Terminated operations in 2012 (2) (1) (3) Became masters in 2012 but were franchises

during 2011** (4) 4 - Commenced operations in 2012 19 4 23 In operation, December 31, 2012 77 24 101

SPEEDPRO USA, LLC


10

NOTE 5 (Continued) FRANCHISE REVENUE

The Company has four master developers as of December 31, 2012 that manage various territories but do not have their own active center. As of December 31, 2011 only three of these masters existed. These masters are not included in the master developers noted above. **During the prior year the Company had four inactive masters that were included in the franchises column in the prior year. These inactive masters had active studios but were not yet active masters as they did not have any studios in their territory. During the current year the Company changed how these masters were being classified and moved them from franchises to Master developers in the table above. The following is a summary of franchise master developer agreements entered into by the Company and fees received and deferred during 2012 and 2011: Master Franchise Fees deferred Franchises Developers fees at year-end

Agreements as of and for the year Ended December 31, 2012 4 - $ 548,350 $ 548,350 Agreements as of and for the year Ended December 31, 2011 10 1 $ 1,822,675 $ 1,822,675

During both 2012 and 2011, the franchise rights to two and three locations, respectively, were transferred. In January 2013, the Company entered into one new franchise agreement and received and deferred recognition of franchise fees totaling $250,150.

NOTE 6 RELATED PARTY

The Company has made available to the non-managing member, a revolving note receivable in the amount of $1,500,000. The note bears interest at 2% annually and must be paid in full by March 31, 2013. In February 2013, the note was amended to extend the maturity date to March 31, 2015. The note is secured by real estate. Interest income of $20,088 was recognized for interest due from the non-managing member for the year ended December 31, 2012. The Company recognized $224,874 of management fees paid to the managing member during 2011. No management fees were paid to the managing member during 2012.

SPEEDPRO USA, LLC


11

NOTE 7

CONCENTRATIONS

The Company maintains its cash in bank deposit accounts which at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash.

SPEEDPRO USA, LLC


DECEMBER 31, 2011 AND 2010

CONTENTS

Page INDEPENDENT AUDITOR’S REPORT 1 FINANCIAL STATEMENTS Balance sheets 2 Statements of income and members’ equity 3 Statements of cash flows 4 Notes to financial statements 5-11

1

INDEPENDENT ACCOUNTANT’S REPORT

To the Members Speedpro USA, LLC Scottsdale, Arizona We have audited the accompanying balance sheet of Speedpro USA, LLC as of December 31, 2011 and the related statements of income and members’ equity and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of Speedpro USA, LLC for the year ended December 31, 2010, were audited by other auditors whose report, dated March 25, 2011, expressed an unqualified option on those statements. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. We also audited the adjustment described in Note 8 that was applied to restate the 2010 financial statements. In our opinion, such adjustment is appropriate and has been properly applied. In our opinion, the 2011 financial statements referred to above present fairly, in all material respects, the financial position of Speedpro USA, LLC as of December 31, 2011 and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Tempe, Arizona March 23, 2012

SPEEDPRO USA, LLC

2011 2010ASSETS

CURRENT ASSETSCash and cash equivalents 603,748$ 1,845,921$ Royalties receivable 88,122 66,649Other receivables 106,765 30,645Franchise fees receivable - 176,900Prepaid expenses and other assets 6,003 29,151Prepaid franchise costs 492,212 940,356

Total current assets 1,296,850 3,089,622

PROPERTY AND EQUIPMENT, net 355,854 107,435

NOTE RECEIVABLE- RELATED PARTY 1,500,000 1,354,351

OTHER ASSETS 23,526 23,526

3,176,230$ 4,574,934$

LIABILITIES AND MEMBERS' EQUITYCURRENT LIABILITIES

Current portion of long-term debt and capital leases 108,402$ 23,977$ Accounts payable and accrued expenses 197,204 194,588Deferred franchise fees 1,822,675 3,646,900Deferred rent and deposits 48,777 41,987

Total current liabilities 2,177,058 3,907,452

LONG-TERM DEBT AND CAPITAL LEASES, less current portion 202,241 36,170

COMMITMENTS (Note 4)

MEMBERS' EQUITY 796,931 631,312

3,176,230$ 4,574,934$

BALANCE SHEETS

December 31, 2011 and 2010


2

SPEEDPRO USA, LLC

2011 2010

Revenues:Franchise fees 5,710,530$ 4,751,545$ Royalties 1,158,164 715,677Other revenue 746,199 117,518

Total revenues 7,614,893 5,584,740

Operating expenses:Advertising and marketing 70,266 51,960Master royalties and commissions 345,284 277,356Auto expenses 27,952 27,260Auto lease 21,991 14,751Sales commissions 970,592 938,807Conferences and tradeshows 96,844 42,933Employee benefits 40,234 46,793Insurance 899 3,694Other expenses 11,624 11,437Office expense 45,002 50,619Compensation and management fees 836,470 685,649Professional fees 56,805 64,845Product for resale 620,874 117,973Rent 61,296 74,237Store development and build out 1,597,120 1,400,240Telephone 30,185 24,200Travel and entertainment 82,497 184,653Depreciation and amortization 27,292 29,876

4,943,227 4,047,283

Income from operations 2,671,666 1,537,457

Other income (expense):Interest income 1,259 6,248 Interest expense (8,286) (5,014)Gain on disposal of property and equipment ‐ 17,463

(7,027) 18,697

Net income 2,664,639$ 1,556,154$

Members' equity, beginning of year 631,312$ 175,158$

Net income 2,664,639 1,556,154 Distributions (2,499,020) (1,100,000)

Members' equity, end of year 796,931$ 631,312$

STATEMENTS OF INCOME AND MEMBERS' EQUITY



3

SPEEDPRO USA, LLC

2011 2010

CASH FLOWS FROM OPERATING ACTIVITIESNet income 2,664,639$ 1,556,154$ Adjustments to reconcile net income to net cash

provided by operating activities:Depreciation and amortization 27,292 29,876 Gain on disposal of property and equipment ‐ (17,463) Change in assets and liabilities:

Royalties receivable (21,473) (26,283) Other receivables (76,121) (13,502) Franchise fees receivable 176,900 510,600 Prepaid expenses and other assets 23,148 (26,770) Prepaid franchise costs 448,144 (63,238) Accounts payable and accrued expenses 2,616 (22,908) Deferred rent and deposits 6,790 (23,013) Deferred franchise fees (1,824,225) 221,100

Net cash provided by operating activities 1,427,710 2,124,553

CASH FLOWS FROM INVESTING ACTIVITIESDeposits on lease agreements ‐ 372 Purchases of property and equipment ‐ (87,836) Net repayments (advances) on related party note (145,649) (431,706)

Net cash used in investing activities (145,649) (519,170)

CASH FLOWS FROM FINANCING ACTIVITIESLoan proceeds ‐ 73,742 Principal payments on long‐term debt and capital leases (25,214) (18,842) Distributions to members (2,499,020) (1,100,000)

Net cash used in financing activities (2,524,234) (1,045,100)

Net increase (decrease) in cash and cash equivalents (1,242,173) 560,283

Cash and cash equivalents:Beginning 1,845,921 1,285,638

Ending 603,748$ 1,845,921$

SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATIONCash paid for interest 8,286$ 5,014$

Non cash investing and financing activates:Equipment and software acquired under terms of capital leases 275,711$ ‐$

STATEMENTS OF CASH FLOWS



4

SPEEDPRO USA, LLC


5

NOTE 1.


Nature of operations:

Speedpro USA, LLC (“the Company”, an Arizona limited liability company) offers franchises for Speedpro Imaging Centers (the Center), which provide premium large scale graphics, reprographics and related services. The Company offers franchises, including master development franchises, throughout the United States of America. Master developers are required to operate a pilot center in their operating area. The Company was formed on January 10, 2006. The Company’s members are Blair Gran and Speedpro USA, Inc. (a Texas corporation), of which the sole stockholder is Blair Gran. Speedpro USA, Inc. is the managing member.

A summary of the Company’s significant policies follows: Cash and cash equivalents:

For purposes of the statement of cash flows, the Company considers all cash and money market funds with original or purchased maturities of three months or less to be cash equivalents.

Royalties and other receivables:

Receivables are carried at original invoice amount. Receivables are written off when deemed uncollectible. Royalties are directly drafted from the accounts of the franchisees on a monthly basis. No allowance for doubtful accounts was deemed necessary at December 31, 2011 or 2010.

Franchise fees:

Franchise fees include initial franchise fees and start-up fees. Franchise fees are payments for the right to operate a franchise using the Speedpro trade name, for the use of operating manuals and for initial training. Start-up fees are payments for locating the Center; leasehold improvements; the procurement of operating equipment and initial supplies; and other costs relating to the opening of the Center.

Advertising costs: Advertising costs are expensed as incurred. Advertising costs for 2011 and 2010 were $70,266 and $51,960, respectively.

Prepaid franchise costs:

Costs incurred in connection with the sale and development of a franchised Center, prior to the commencement of operations, have been deferred. Such costs include commissions, facility leasing, leasehold improvements, operating equipment, supplies and other expenses directly associated with preparing the Center for operations. Such costs are charged to expense once the pre-opening obligations under the franchise agreement are met and the related revenue is recognized.

SPEEDPRO USA, LLC


6

NOTE 1. (Continued)


Revenue recognition:

Revenues from franchise fees, which are generally non-refundable, are recognized when the pre-opening obligations required by the franchise agreement have been substantially performed by the Company which typically occurs when the franchisee takes possession and begins operating the Center. Master development franchise fees are recognized when the obligations required by the franchise agreement have been substantially performed by the Company which generally coincides with the opening of the pilot center. Royalty revenue from franchisees is based on a percentage of Center sales and is recognized in the period in which the related Center sales occurred. The Company acts as an intermediary for its franchisees to purchase equipment and ink and provides software licensing and web hosting. The revenue for these transactions is recognized when the transactions occur and reported gross of any related expenses.

Property and equipment:

Property and equipment is recorded at cost less accumulated depreciation. Depreciation and amortization are provided on the straight-line method over estimated useful lives. The useful lives range from three to seven years for vehicles, software and furniture and fixtures.

Financial instruments:

The carrying amounts of financial instruments, including cash and cash equivalents, trade accounts receivable, accounts payable, and accrued expenses approximate fair value due to the short maturity of these instruments. The notes payable and capital lease obligations contain the current market interest rates for these transactions.

Income taxes:

Under the provisions of the Internal Revenue Code, the Company has elected to be taxed as a partnership. Under such election, the Company’s taxable income, credits and preferences are passed through to the individual members. Therefore, there is no provision for income taxes in the accompanying financial statements related to this entity. Due to the requirements of the Internal Revenue Code, certain items may be treated differently for income tax reporting than in the financial statements. Therefore, the members' shares of taxable income and deductions may vary from the amounts reported in these financial statements. If assessed, the Company would classify any interest and penalties associated with a tax position as other expenses in the statement of income. The Company has evaluated its tax positions. Currently, the open tax years subject to examination are 2008, 2009 and 2010 by the Internal Revenue Service and from 2006 through 2010 for state tax returns. However, the Company is not currently under audit nor has the Company been contacted by these jurisdictions. Based on the evaluation of the Company’s tax positions, management believes all tax positions taken would be upheld under an examination. Therefore, no provision for the effects of uncertain tax positions has been recorded for the years ended December 31, 2011 and 2010.

SPEEDPRO USA, LLC


7

NOTE 1. (Continued)


Use of estimates:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Reclassifications:

Certain reclassifications have been made to the 2010 balance sheet and statement of income to conform to the current year presentation. These reclassifications had no effect on previously reported results of operations or members’ equity.

Subsequent events:

Subsequent events have been evaluated through March 23, 2012, which is the date the financial statements were available to be issued.

NOTE 2.

PROPERTY AND EQUIPMENT

Property and equipment at December 31, 2011 and 2010 is presented as follows: 2011 2010

Furniture & equipment $ 50,333 $ 39,758 Vehicles 105,561 105,561 Software 265,135 -

421,029 145,319 Less accumulated depreciation and amortization 65,175 37,884

$ 355,854 $ 107,435

Depreciation and amortization expense for 2011 and 2010 was $27,292 and $29,876, respectively.

SPEEDPRO USA, LLC


8

NOTE 3.

LONG-TERM DEBT AND CAPITAL LEASES

2011 2010 Long-term debt and capital lease obligations at December 31 consisted of the following:

Note payable to a bank; interest at 0.9%; due December 2012; collateralized by a vehicle. $ 13,034 $ 25,953

Note payable to a bank; interest at 6.0%; due November 2013; collateralized by a vehicle. 22,184 34,194 Capital lease with Dell; interest at 6.7%; due December 2014; collateralized by equipment. 265,136 -

Capital lease with Dell; interest imputed at 22.4%; due November 2014; collateralized by software. 10,289 -

310,643 60,147 Less current portion 108,402 23,977 $ 202,241 $ 36,170

Aggregate maturities of long-term debt and capital leases for year ended December 31 are as follows: 2012 $ 108,402 2013 103,522 2014 98,719 $ 310,643

NOTE 4. LEASES

Operating leases: The Company leases office space and certain equipment under terms of operating leases. The following is a schedule, by years, of the future minimum lease payments required under these operating leases as of December 31:

2012 $ 72,869 2013 53,110 2014 4,761 $ 130,740

SPEEDPRO USA, LLC


9

NOTE 4. (Continued)

LEASES

Capital leases: Included in property and equipment are assets with costs of $275,711 and accumulated amortization of $176 at December 31, 2011. The following is a schedule, by years, of the future minimum lease payments under the capital leases with the present value of the net minimum lease payments as of December 31:

2012 $ 103,056 2013 103,056 2014 102,653

308,765 Less amount representing interest 33,340 Present value of net minimum lease payments $ 275,425

NOTE 5.

FRANCHISE REVENUE

The Company's franchise fees consists of franchise fees, build out fees and master franchise fees. The following is a summary of changes in the number of franchise stores in operation during the years: Master Franchises Developers Locations


Commenced operations in 2010 17 5 22 Terminated operations in 2010 (2) - (2)


Commenced operations in 2011 21 5 26 In operation, December 31, 2011 64 17 81

The Company has three master developers as of December 31, 2011 that manage various territories but do not have their own active center. As of December 31, 2010 only one of these masters existed. These masters are not included in the master developers noted above.

SPEEDPRO USA, LLC


10

NOTE 5. (Continued) FRANCHISE REVENUE

The following is a summary of master developer agreements entered into by the Company and fees received and deferred during 2011 and 2010: Master Franchise Fees deferred Franchises Developers fees at year-end

Agreements as of and for the year Ended December 31, 2011 10 1 $ 1,822,675 $ 1,822,675 Agreements as of and for the year Ended December 31, 2010 13 6 $ 3,646,900 $ 3,646,900

During both 2011 and 2010, the franchise rights to three locations were transferred. Subsequent to December 31, 2011 the Company entered into six new franchise agreements and received franchise fees of $717,900 through March 2, 2012.

NOTE 6. RELATED PARTY

The Company has made available to the non-managing member, a revolving note receivable in the amount of $1,500,000 dated December 31, 2011. The note bears interest at 2% annually and must be paid in full by March 31, 2013. The note is secured by real estate. Prior to December 31, 2011, the company accounted for funds advanced to the non-managing member as non-interest bearing advances. The Company recognized $224,874 of management fees paid to the managing member during 2011. No management fees were paid during 2010.

NOTE 7. CONCENTRATIONS

The Company maintains its cash in bank deposit accounts which at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash.

SPEEDPRO USA, LLC


11

NOTE 8.

PRIOR PERIOD ADJUSTMENT

At December 31, 2011, included in franchise fees receivable and deferred revenue were unbilled receivables totaling $747,000. The Company determined that the recording of these unbilled receivables was not in accordance with their franchise contract or their accounting policies. As a result, the Company has adjusted both franchise fees receivable and deferred revenue to remove these unbilled receivables as of December 31, 2010. This adjustment had no effect on the net income of the Company as of December 31, 2010. The effect of the adjustment was as follows: Decrease in franchise fees receivable $ 747,000 Decrease in deferred franchise fees $ 747,000

ACKNOWLEDGMENT REGARDING OWNERSHIP OR OTHER INTERESTS

EXHIBIT D

ACKNOWLEDGMENT REGARDING OWNERSHIP OR OTHER INTERESTS

Acknowledgment Regarding Controlling Persons. Franchisee hereby acknowledges that the Franchisee is a(n): (check one)

______ Individual ______ Corporation ______ Partnership ______ Limited Liability Company ______ Joint Venture ______ Other business form ___________________________ (describe)

The Franchisee hereby warrants and represents that the following persons own, either legally or beneficially, voting control of the Franchisee:

NAME, ADDRESS, TELEPHONE NUMBER

TYPE OF OWNERSHIP (LEGAL OR BENEFICIAL)

PERCENTAGE OF INTEREST OWNED

FRANCHISEE: Date: __________________________________________ By: ___________________________________________ Title: _________________________________________ (Affix Corporate Seal if Corporation)

GUARANTY OF FRANCHISEE'S OBLIGATIONS

EXHIBIT E

GUARANTY OF FRANCHISEE'S OBLIGATIONS

In consideration of, and as an inducement to, the execution of the foregoing Franchise Agreement

dated as of ____________, 20 , by SpeedPro USA, LLC, dba SpeedPro Imaging (“Franchisor”), each of the undersigned hereby guarantees unto Franchisor that Franchisee named herein will perform during the term of this Franchise Agreement each and every covenant, payment, agreement and undertaking on the part of the Franchisee contained and set forth in such Franchisee Agreement, and that Franchisee’s representations and warranties in the Franchise Agreement and applications are true and correct.

Franchisor, its successors and assigns, may from time to time, without notice to the undersigned

(a) resort to the undersigned for payment of any of the liabilities of Franchisee to Franchisor (“Liabilities”), whether or not it or its successors have resorted to any property securing any of the Liabilities or proceeded against any other of the undersigned or any party or primarily or secondarily liable on any of the Liabilities, (b) release or compromise any liability of any of the undersigned hereunder or any liability of any party or parties primarily or secondarily liable on any of the Liabilities, and (c) extend, renew or credit any of the Liabilities for any period (whether or not longer than the original period); alter, amend or exchange any of the Liabilities; or give any other form of indulgence, whether under the Agreement or not.

Each of the undersigned agrees to comply with and abide by the restrictive covenants and non-disclosure provisions contained in Section 15 of the Franchise Agreement, as well as the provisions in the Franchise Agreement in Section 8, and as may be stated elsewhere in the Franchise Agreement, relating to the Proprietary Marks and Transfers, to the same extent as and for the same period of time as Franchisee is required to comply with and abide by such covenants and provisions, except to the extent otherwise required by the Franchise Agreement. These obligations of the undersigned shall survive any expiration or termination of the Franchise Agreement or this Guaranty.

The undersigned further waives presentment, demand, notice of dishonor, protest, nonpayment and all other notices whatsoever, including without limitation: notice of acceptance hereof; notice of all contracts and commitments; notice of the existence or creation of any liabilities under the foregoing Franchise Agreement and of the amount and terms thereof; and notice of all defaults, disputes or controversies between Franchisee and Franchisor resulting from such Franchise Agreement or otherwise, and the settlement, compromise or adjustment thereof.

The undersigned agrees to pay all expenses paid or incurred by Franchisor in enforcing the foregoing Franchise Agreement and this Guaranty against Franchisee and against the undersigned and in collecting or attempting to collect any amounts due there under and hereunder, including reasonable attorneys' fees if such enforcement or collection is by or through an attorney-at-law. Any waiver, extension of time or other indulgence granted from time to time by Franchisor, its agents, its successors or assigns, with respect to the foregoing Franchise Agreement, shall in no way modify or amend this Guaranty, which shall be continuing, absolute, unconditional, and irrevocable.

If more than one (1) person has executed the Guaranty, the term “the undersigned,” as used herein shall refer to each such person, and the liability of each of the undersigned hereunder shall be joint and several and primary.

IN WITNESS WHEREOF, each of the undersigned has executed this Guaranty under seal effective as of the date of the foregoing Agreement.

Witness Guarantor (SEAL)



OPERATIONS MANUAL TABLE OF CONTENTS

EXHIBIT F

TABLE OF CONTENTS – Speedpro Operations Manual CHAPTER 1 - CORPORATE INFORMATION

Company Mission Statement ............................................................ 1

Expectations ............................................................................................ 2

Company Policies .................................................................................. 6

Franchise Analysis Procedures .................................................... 10

CHAPTER 2 - EMPLOYEE MANAGEMENT

Role of the Manager ............................................................................. 1

Employment practices ........................................................................ 2

Pre-Employment Inquiries ................................................................ 4

Compensation & work hours ......................................................... 13

Health & Safety.................................................................................... 16

Business Practice ............................................................................... 19

Performance evaluations ................................................................ 31

CHAPTER 3 - PRODUCT LINES

Franchise product lines ...................................................................... 1

3-dimentional lettering installation procedures ................... 14

CHAPTER 4 - ORGANIZATIONAL SYSTEMS

The Order desk ...................................................................................... 1

Job Forms ................................................................................................. 2

Personal Duty Lists .............................................................................. 3

Rush Orders ............................................................................................ 5

CHAPTER 5 - SYSTEMS MANAGEMENT

Telephone Orders ................................................................................. 1

Cash Receipts .......................................................................................... 3

Estimates .................................................................................................. 4

Speedpro Credit Application ............................................................ 8

End-of-the-day Checklist .................................................................... 9

Break Even Analysis.......................................................................... 11

Profit forecasting................................................................................ 17

Time Management & Goal Setting ............................................... 19

CHAPTER 6 - PRICE LISTS & PRICE BUILDING

Vinyl sign pricing guide ...................................................................... 1

Vinyl Sign Price List .......................................................................... 13

Imaging Price List .............................................................................. 14

Sub-Contractors .................................................................................. 15

Installation Site Survey Procedure .............................................. 17

Royalty Reduction for sub-contract ............................................ 19

CHAPTER 7 - DESIGN & LAYOUT

Sign Design layout ................................................................................ 1

Organizing Copy & Messages............................................................ 4 Sample Layouts

CONSENT AND AGREEMENT OF LANDLORD

EXHIBIT G

SPEEDPRO USA, LLC, DBA SPEEDPRO IMAGING

CONSENT AND AGREEMENT OF LANDLORD

The undersigned Landlord hereby: A. Agrees that the leased Premises will only be used as a SpeedPro Imaging franchise; B. Agrees that Franchisor has the right to enter the Premises to make any modifications necessary to protect

Franchisor’s Proprietary Marks; C. Upon written request from Franchisor, Franchisee agrees to provide Franchisor with a current copy of the

lease; D. Agrees to notify Franchisor in writing of and upon the failure of Lessee to cure any default by Lessee under

the Lease; E. Agrees that Franchisor will have the option, but not the obligation, to assume or renew the lease and the

occupancy of the business Premises, including the right to sublease to another Franchisee, for all or any part of the remaining term of the lease, upon Franchisee’s default or termination hereunder or upon Franchisee’s default or termination or expiration of the Franchise Agreement, and in connection with said assumption Franchisor will not be obligated to pay to the landlord past due rent, common area maintenance and other charges attributable to more than one (1) month. The landlord shall give Franchisor thirty (30) days, upon termination of Franchisee’s rights under the lease, to exercise this option;

F. Agrees that the lease may not be amended, assigned, or sublet without Franchisor’s prior written approval; G. Agrees that for a period of two (2) years after termination or expiration of Franchisee’s Franchise

Agreement, the landlord will not enter into a lease with the Franchisee at the businesses premises for offering of commercial printing, in any capacity, and/or the sale of related items, within the shopping center in which the Premises is located.

Dated: ____________________________________ LANDLORD

CORPORATE SIGNATURE: ATTEST: _______________________________________

a/an __________________ corporation By: _______________________________________ By: ___________________________________ Its: _______________________________________ Its: ___________________________________ SIGNED and SEALED this _____ day of ______________, 20__ ________________________________________ Notary Public

CONFIDENTIALITY AND NON-COMPETITION AGREEMENT

EXHIBIT H

CONFIDENTIALITY AND NON-COMPETITION AGREEMENT

(Exhibit only, to be completed by Franchisee’s employees, not signed here.)

THIS AGREEMENT MADE this the _______ day of _____________________, 20______, by and between _____________________________________________ dba SpeedPro Imaging (“Company”) and ____________________________________________________ (“Employee”) and WHEREAS, Employee desires to be employed by Company in a capacity in which he may receive, contribute, or develop Confidential and Proprietary Information; WHEREAS, access, contribution and/or development of such information is necessary in order for Employee to perform his duties in a professional manner; WHEREAS, such information is important to the future of the Company and the Company expects the Employee to keep secret such proprietary and confidential information and not to compete with the Company during his employment and for a reasonable period after employment. NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

1. Definitions. As used in this Agreement:

a. "Company" shall mean _____________________________________________ dba SpeedPro Imaging, as Franchisee of SpeedPro USA, LLC, dba SpeedPro Imaging, its successors and assigns, and any of their present or future subsidiaries or organizations controlled by, controlling, or under common control with them.

b. "Affiliate" shall mean any person, corporation, partnership or other entity with which joint enterprises are carried on with the Company or in which the Company has any interest.

c. "Confidential and Proprietary Information" shall mean any and all information disclosed or made available to the Employee or known by the Employee as a direct or indirect consequence of or through his employment by the Company and not generally known in the industry in which the Company is or may become engaged, including, but not limited to, customers and brokers, marketing plans, product development, plans, publications, equipment, and financial information, and any information related to the Company's and its Affiliate's products, devices, structures, processes, procedures, methods, formulae, techniques, services, or finances including, but not limited to, information relating to research, development, Inventions, manufacture, purchasing, accounting, engineering, marketing, merchandising, or selling.

2. Non-Disclosure of Confidential Information. Except as required in the performance of his duties to the Company, during the term of his employment and for a period of five (5) years after termination of such employment, Employee shall treat as confidential and shall not, directly or indirectly, use, disseminate, disclose, publish, or otherwise make available to any person, firm, corporation, unincorporated association or other entity any Confidential and Proprietary Information or any portion thereof. Upon termination of his employment with the Company, all papers, documents, records, lists, notebooks, files, and similar items containing Confidential and Proprietary Information, including copies

thereof, then in the Employee's possession, whether prepared by him or others, shall be promptly returned to the Company. If at any time after the termination of employment, the Employee determines that he has any Confidential and Proprietary Information in his possession or control, he shall immediately return to the Company all such Confidential and Proprietary Information, including all copies and portions thereof.

3. Non-Competition.

a. During the term of Employee's employment with the Company and for a period of one (1) year thereafter, Employee agrees that he will not, directly or indirectly, own, operate, manage, consult with, control, participate in the management or control of, be employed by, maintain or continue any interest whatsoever in any enterprise located within the same county as any other SpeedPro Imaging location, which provides premium, large scale printing, reprographic services (reprographic services are reproductions of graphics through mechanical or electrical means, such as photography or xerography, commonly used in catalogs, archives, and the architectural, engineering, and construction industries), and related services of without the prior written consent of the Owner or President of the Company.

b. During the term of Employee's employment with the Company and for a period of two (2) years thereafter, Employee agrees that he will not solicit or contact any of the customers, clients, or employees with whom Employee has had contact during the term of his employment with the Company.

4. Employee acknowledges that his adherence to the terms of the covenants set forth in Sections 1, 2 and 3 are necessary to protect the value of Company's business, that a breach of such covenants will result in irreparable and continuing damage to the Company, and that money damages would not adequately compensate Company for any such breach and, therefore, that Company would not have an adequate remedy at law. In the event any action or proceeding shall be instituted by Company to enforce any provision of Sections 1, 2 or 3, Employee hereby waives the claim or defenses in such action that (i) money damages are adequate to compensate the Company for such breach, and (ii) there is an adequate remedy at law available to Company, and shall not urge in any such action or proceeding the claim or defense that such remedy at law exists. Company shall have, in addition to any and all remedies at law, the right, without posting of bond or other security, to an injunction, both temporary and permanent, specific performance and/or other equitable relief to prevent the violation of any obligation under Sections 2, 3 or 4. The parties agree that the remedies of Company for breach of Sections 2, 3 or 4 shall be cumulative and seeking or obtaining injunctive or other equitable relief shall not preclude the making of a claim for damages or other relief. The parties to this Agreement also agree that Company shall be entitled to such damages as Company can show it has sustained by reason of such breach. In any action brought to enforce the covenants set forth in Section 2, 3 or 4, or to recover damages for breach thereof, the Company shall be entitled to recover reasonable attorneys' fees and other expenses of litigation, together with such other and further relief as may be proper.

5. This Agreement shall be binding upon the parties hereto and upon their respective executors, administrators, legal representatives, successors, and assigns.

6. Nothing contained in this Agreement shall be construed or confer any obligation or right to

employment or to continue in the employment of the Company.

7. This Agreement shall be governed by the laws of the State of Arizona, notwithstanding the fact that one (1) or more of the parties to this Agreement is now or may become a resident or citizen of a

different state. It is the intent of the parties that the Agreement be enforced to the fullest extent permissible under applicable laws and public policies. The invalidity, illegality, or unenforceability of any particular provision of this Agreement shall not affect the other provisions, and this Agreement shall be construed in all respects as if such invalid, illegal, or unenforceable provision had been omitted. If any part of this agreement is for any reason held to be excessively broad as to time, duration, geographical scope, activity, or subject, it will be construed, by limiting or reducing it, so as to be enforceable to the extent reasonably necessary for the protection of the Company.

8. Captions to and headings of the sections of this Agreement are solely for the convenience of the parties and not a part of this Agreement and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof.

9. This Agreement shall not be amended or modified, and none of the provisions hereof shall be waived, except in writing signed on behalf of the parties hereto or, in the case of a waiver, on behalf of the party making the waiver.

10. This Agreement may be executed in any number of copies, each of which shall be deemed an original and no other copy need be produced. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular, or plural as the identity of the person or persons may require. COMPANY: By: _______________________________ Owner or Officer Title: _____________________________ EMPLOYEE: _________________________________ Signature

GENERAL RELEASE

EXHIBIT I

GENERAL RELEASE OF CLAIMS 1. Release – General Provisions. Franchisee and each of its Principals, and all Affiliates of either of

them, on their own behalf and on behalf of their respective successors, assigns, and anyone claiming through or under them (collectively referred to as the “Releasing Parties”), hereby waive, release, acquit, and forever discharge each and all of the Franchisor-Related Persons of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, liabilities, claims, demands, damages, losses or expenses, of any nature whatsoever, known or unknown, fixed or contingent, which they have, or may hereafter have, against the Franchisor-Related Persons, individually or collectively, including all matters, causes or things whatsoever, that were or have been, or could have in any way been alleged in any pleadings filed in any suit or arbitration (the “Claims”).

2. Without limiting the generality of subparagraph 1 above, the Releasing Parties intend this release, as it pertains to Claims by them or to anyone claiming through or under them, to cover, encompass, relinquish, and extinguish all Claims against the Franchisor-Related Persons, including, but not limited to, all Claims arising from any misrepresentation in or omission from any disclosure document received by Franchisee or any of its Affiliates or Principals, or from a violation of the Sherman Antitrust Act, the Federal Trade Commission Act, the Federal Trade Commission Trade Regulation Rule entitled Disclosure Requirements and Prohibitions Concerning Franchising (16 C.F.R. 436), any amendment or successor to any of the foregoing statutes or regulations, or any other federal or state (including, without limitation, the state in which the principal office of the Franchised Business is located and the state in which Franchisee was organized) securities, franchise, business opportunity, antitrust, consumer protection, or unfair or deceptive trade practices law or regulation.

3. The Releasing Parties expressly acknowledge and agree that the Claims each of them is releasing include any and all claims of every nature and kind whatsoever, whether known or unknown, suspected or unsuspected, foreseen or unforeseen, accrued or contingent, intentional or unintentional, and liquidated or unliquidated. The Releasing Parties specifically waive the protection afforded by any statute or law in any jurisdiction, the purpose, substance, or effect of which is to provide that a general release does not extend to claims, material or otherwise, which do not exist or which the person giving the release does not know or suspect to exist at the time of executing the release. The Releasing Parties intend for this release to be as broad as is permitted by law and unqualifiedly general in scope and effect, and that any Claims against any of the Franchisor-Related Persons are hereby forever canceled and forgiven.

4. Risk of Mistake. The Releasing Parties expressly assume the risk of any mistake of fact or fact of which they may be unaware or that the true facts may be other than any facts now known or believed to exist by them, and it is their intention to forever settle, adjust and compromise any and all present and future disputes with respect to all matters from the beginning of time to the date of this document. finally and forever, and without regard to who may or may not have been correct in their understanding of the facts, law or otherwise. All releases given by the Releasing Parties are intended to constitute a full, complete, unconditional and immediate substitution for any and all rights, claims, demands and causes of action that exist, or might have existed, on the date of this release. The Releasing Parties represent and warrant that they have made such independent investigation of the facts, law and otherwise pertaining to all matters discussed, referred to or released in or by this release as the Releasing Parties, in their independent judgment, believe necessary or appropriate. The Releasing Parties have not relied on any statement, promise, or

representation, whether of fact or law, or lack of disclosure of any fact or law, by the Franchisor-Related Persons or anyone else, not expressly set forth herein, in executing this document and the related releases.

5. No Assignment or Transfer of Interest. The Releasing Parties represent and warrant that there has been, and there will be, no assignment or other transfer of any interest in any Claims that the Releasing Parties may have against any or all of the Franchisor-Related Persons, all Claims having been fully and finally extinguished, and the Releasing Parties shall forever indemnify and hold the Franchisor-Related Persons harmless from any liability, claims, demands, damages, losses, costs, expenses or attorneys’ fees incurred by any of the Franchisor-Related Persons as a result of any Person asserting any interest in any of the Claims or any voluntary, involuntary or other assignment or transfer, or any rights or claims under any assignment, transfer, or otherwise. It is the intention of the parties that this indemnity does not require payment by any of the Franchisor-Related Persons as a condition precedent to recovery against the Releasing Parties under this indemnity.

6. Attorneys’ Fees. If the Releasing Parties, or any Person acting for or on behalf of, the Releasing Parties or claiming to have received, by assignment or otherwise, any interest in any of the Claims, commence, join in, or in any manner seek relief through any suit or other legal or equitable proceeding arising out of, based upon or relating to any of the Claims released hereunder, or in any manner asserts against all or any of the Franchisor-Related Persons any of the Claims released hereunder, the Releasing Parties shall pay all attorneys’ fees and other costs incurred by any of the Franchisor-Related Persons in defending or otherwise responding to said suit or assertion, directly to the Franchisor-Related Persons incurring such costs.

7. Date of Releases; Joint and Several Liability. The releases granted hereunder will be deemed effective as to each of the Releasing Parties as of the date this document is signed by each of the Releasing Parties. The liabilities and obligations of each of the Releasing Parties (and any other Person providing releases to the Franchisor-Related Persons) will be joint and several.

8. In this document, the term “Franchisor-Related Persons” means Franchisor and each and all of the following, whether past, current, or future: persons acting through, in concert with Franchisor, or as affiliates of Franchisor or of any of the foregoing; partners, members, shareholders, officers, directors, agents, attorneys, accountants, and employees of Franchisor or any of the foregoing; and predecessors, successors, or assigns of Franchisor or any of the foregoing. The word “person” includes individuals, corporations, limited liability companies, partnerships of any kind, unincorporated associations, joint ventures, governments, governmental bodies or agencies, commissions, estates, trusts, charitable organizations, and all other entities and organizations of any kind.

9. Defined Terms. Capitalized words that are not defined in this document are used as defined in the franchise agreement between Franchisee and Franchisor.

PEEDPRO USA, LLC, Franchisor, by its Managing Member, Speedpro USA, Inc., a Texas corporation FRANCHISEE By: By:

Print Name Print Name Title: Title:

Date: Date:

AGENTS FOR SERVICES

EXHIBIT J

AGENTS FOR SERVICE OF PROCESS Arizona North Dakota R&T Corporate Services, LLC Securities Commissioner The Camelback Esplanade, Suite 850 5th Floor, 600 East Boulevard 2425 East Camelback Road Bismarck, ND 58505-0510 Phoenix, AZ 85016 Rhode Island California Dept. of Business Regulation Commissioner of Corporations Securities Division 1515 K Street, Suite 200 John O. Pastore Complex Sacramento, CA 95814-4052 1511 Pontiac Avenue, Building 69-1 Cranston, RI 02910 Hawaii Commissioner of Securities South Dakota 335 Merchant Street, Room 203 Division of Securities Honolulu, HI 96813 Dept. of Revenue & Regulation 445 East Capitol Avenue Illinois Pierre, SD 57501-3185 Illinois Attorney General 500 South Second Street Virginia Springfield, IL 62706 Clerk of the State Corporation Commission 1300 East Main Street, 1st Floor Indiana Richmond, VA 23219 The Indiana Secretary of State 302 W Washington Street, Room E-111 Washington Indianapolis, IN 46204 Director of the Dept. of Licenses 1300 Quince Street Maryland P.O. Box 648 Maryland Securities Commissioner Olympia, WA 98504 200 St. Paul Place Baltimore, MD 21202-2020 Wisconsin Commissioner of Securities Michigan 101 East Wilson Street Michigan Department of Commerce Madison, WI 53703 Corporation and Securities Bureau 6546 Mercantile Way PO Box 30222 Lansing, MI 48909 Minnesota Minnesota Commissioner of Commerce 85 7th Place East, Suite 500 St. Paul, MN 55101-2198 New York Secretary of State of the State of New York 41 State Street Albany, NY 12231

STATEMENT OF POTENTIAL FRANCHISEES

EXHIBIT K

STATEMENT OF PROSPECTIVE FRANCHISEE

As you are aware, you are preparing to enter into a Franchise Agreement with Speedpro USA, LLC (Franchisor) for the operation of a SPEEDPRO IMAGING franchise. The purpose of this statement is to determine whether any statements or promises were made to you, either orally or in writing, that the Franchisor did not authorize and that may be untrue, inaccurate, or misleading. Please read each of the following questions carefully and provide honest and complete responses to each question.

1. Did you receive a copy of the Franchise Agreement at least 7 days before you signed it?

YES NO

2. Did you read the Franchise Agreement and the exhibits attached to it?

YES NO

3. Did you understand everything in the Franchise Agreement and the exhibits attached to it?

YES NO

If “No,” what parts of the Franchise Agreement did you NOT understand?

(Attach additional pages if necessary.)

__________________________________________________________________________________________________________

__________________________________________________________________________________________________________

_________________________________________________________________________________________________

4. Did you receive a copy of the Franchisor’s Franchise Disclosure Document?

YES NO

5. Did you sign a receipt for the Disclosure Document, to show when you received it? YES NO

6. Did you understand all of the information in the Disclosure Document?

YES NO

7. If “No,” what parts of the Disclosure Document did you NOT understand?

(Attach additional pages if necessary.)

__________________________________________________________________________________________________________

__________________________________________________________________________________________________________

__________________________________________________________________________________________________________

8. Have you discussed your purchase of a SPEEDPRO IMAGING franchise with an attorney, accountant,

or other professional advisor? YES NO

9. If “No,” did you have an opportunity to do so? YES NO

10. Do you understand the risks of investing in and operating a SPEEDPRO IMAGING franchise? YES NO

11. Do you understand that the success or failure of your SPEEDPRO IMAGING franchise will depend in

large part upon your skills and abilities, the number of hours you are willing to work, competition from other businesses, interest rates, the general state of the economy, inflation, labor and supply costs, and other general economic and business factors?

YES NO

NOTE: QUESTIONS 12 THROUGH 19 DO NOT RELATE TO ANY INFORMATION YOU WERE GIVEN

DIRECTLY BY A SPEEDPRO IMAGING FRANCHISEE. THESE QUESTIONS REFER ONLY TO INFORMATION

YOU MAY HAVE BEEN GIVEN BY AN EMPLOYEE OF THE FRANCHISOR OR OTHER PERSON SPEAKING ON

BEHALF OF THE FRANCHISOR.

Has any employee of the Franchisor or other person speaking on behalf of the Franchisor made any written or oral statement or promise regarding:

12. . . . the actual revenue, profits, or operating costs of a SPEEDPRO IMAGING franchise, that is contrary to or different from the information in the Disclosure Document?

YES NO

13. . . . the amount of money YOU can earn operating a SPEEDPRO IMAGING franchise?

YES NO

14. . . . the amount of sales revenue YOUR SPEEDPRO IMAGING franchise will or may generate?

YES NO

15. . . . the costs you may incur in operating a SPEEDPRO IMAGING franchise (as opposed to your initial investment, which was disclosed in the Disclosure Document)?

YES NO

16. . . . your initial investment to open a SPEEDPRO IMAGING franchise or the costs you may incur in operating a SPEEDPRO IMAGING franchise, that is contrary to or different from the information in the Disclosure Document?

YES NO

17. . . . the likelihood of success that you should or might expect to achieve from operating a SPEEDPRO IMAGING franchise?

YES NO

18. Has any employee of the Franchisor or other person speaking on behalf of the Franchisor made any statement, promise, or agreement about the advertising, marketing, training, support services, or assistance that the Franchisor will provide you that is contrary to or different from the information in the Disclosure Document?

YES NO

19. Has any employee of the Franchisor or other person speaking on behalf of the Franchisor made any statement, promise, or agreement about any other aspect of a SPEEDPRO IMAGING franchise that is contrary to or different from the information in the Disclosure Document?

YES NO

If you answered “Yes” to any of Questions 12 through 19, please provide a full explanation of your answer in the following space (attach additional pages if necessary, and refer to them in the space below). If you answered “No” to every Question 12 through 19, please leave the following space blank.

You understand that your answers are important to us and that we will rely on them in entering into the Franchise Agreement with you.

By signing below, you represent that you have responded truthfully to the above questions. Date: Signature: Print Name:

FRANCHISEE LIST

EXHIBIT L

Franchisee List

ADDRESS PHONE/

FAX OWNER PRODUCTION MARKETING

8355 E. Butherus Drive Arizona Master- Borg & Ann Siburg

Suite 2 480-998-

1510 [email protected] Dan Munding Jasmin Perez

Scottsdale, AZ 85260 866-303-4162 F [email protected] [email protected] [email protected]

1025 N. McQueen #155 480-892-

2411 Eric Reber Zane Lawhon Marissa Hart

Gilbert, AZ 85233 480-892-0150 F [email protected] [email protected] [email protected]

602-445-

7420 Joe/Ginny Coltman

4204 Indian School Rd 602-445-

7309F [email protected] Maryann Lewandowski Vanessa Vasquez

Phoenix, AZ 85018 [email protected]

Rebecca Coltman [email protected] [email protected]

[email protected]

5861 Kyrene Road #16 480-782-

1930 Kevin Miller Scotty Cummings Laura Clark

Tempe, AZ 85283 480-718-7852 F [email protected] [email protected] [email protected]

1100 E. Ajo Way #201 520-889-

5868 Jeff Sargent Albert Murillo

Tucson, AZ 85713 866-249-0122 F [email protected] [email protected] [email protected]

350 S. Crenshaw Blvd., Suite A104

310-787-8111 L.A. Master- Bruce Plush Ryan Kroger Juanita Rodriguez

Torrance, Ca 90503 310-787-8118 F [email protected] [email protected] [email protected]

3935 Sepulveda Blvd. 310-390-

1469 Tom Kresnicka Peter Moraga Jacqueline Haigh

Culver City, CA 90230 310-919-3016 F [email protected] [email protected] [email protected]

6106 San Fernando Rd. 818-243-1872 Tom James Nick Qiojano Lauren Brown

Glendale, CA 91201 818243-7534 F [email protected] [email protected] [email protected]




























3744 Industry Ave.Studio 403

562-427-2150 Hugh Wolf Robert Brolin

Frances Fomai

Lakewood, CA 90712 562-424-2628 F [email protected] [email protected] [email protected]

480-295-

9613 O.C./San Diego Master - Steve Phelps

[email protected]

46 Waterworks Way Don Blake

Irvine, CA 92618 949-777-

9583 [email protected] Jerome Satinsky Annie Smith

949-777-9586 F James Toney [email protected] [email protected]

[email protected]

15031 Parkway Loop, Ste A

714-258-7223 Rand/Lorna Scherff Chris McWilliams Patrick Hudson

Tustin, CA 92780 714-258-7272 F [email protected] [email protected] [email protected]

6354 Riverdale Street 619-677-

3634 Dan Pickett Will Jeffreys Sabrina Jauseen Muller

San Diego, Ca 92120 619-255-

0542F [email protected] [email protected] [email protected]

8160 Miramar Road #62 800-457-

3180 Steve Dillon Eric Labitign Joey Dillon

San Diego, Ca 92126 858-227-4596 F [email protected] [email protected] [email protected]

MASTER PENDING

3140 Gold Camp Dr. #60 Todd/Tami Maggio Mike Griego Troy Wallis Rancho Cordova, CA 95670

916-851-1115 [email protected] [email protected] [email protected]

916-737-5715 F [email protected]






















Northern Calif. Master - Paul Reinhardt/Annette Vernon Matthew Buljan Phil Ritter

650-596-

3444 [email protected] [email protected] [email protected]

969 Industrial Road, Suite J

650-596-3440 F [email protected]

San Carlos, CA 94070

1495 E. Francisco Blvd Suite A 415-272-2084 Steve Moran-Cassese Ross Cobb Jenna Fee

San Rafael, CA 94901 415-457-7336 F [email protected] [email protected] [email protected]

Colorado/Wyoming Master - Larry & Gina Skeim

[email protected]

[email protected]

[email protected]

6820 N. Broadway, Suite T 303-426-

4199 Darin Schneider Brian Prokop Sue Prudsinowsky

Denver, CO 80221 303-313-1146 F [email protected] [email protected] [email protected]

3535 S. Platte River Dr. #K 303-796-

7200 Brad Vermilyea Stephanie Weise Rick Smith

Englewood, CO 80110 303-796-7203 F [email protected] [email protected] [email protected]

8250 E. Park Meadows Dr., Suite 150

303-386-4358 John Surges Nate Raleigh Amber Saukkiola

Lone Tree, CO 80124 866-501-2607 F [email protected] [email protected] [email protected]

10855 Dover St., Suite 800 720 389 5325 Gary Vitemb Chris Tolley Kelcey Friend

Westminster, CO 80021 [email protected] productionbroomfield.com [email protected]





















3921 W. MLK Blvd. 813-870-

3786 Florida Master - Brad Neave

Tampa, FL 33614 813-870-2941 F [email protected]

Florida Master - Georgina Neave

[email protected]

Florida Master - Ron Neave

[email protected]

Ron McCaslin

4025 Tampa Rd. #1104 813-891-

9400 [email protected] Eric Swanson Kate Archer

Oldsmar, FL 34677 813-891-9993 F [email protected] [email protected]

1776 N. Commerce Prkwy. 954-888-

6301 Anita Pickens Ricardo Cabrerra Susan Modrak

Weston, FL 33327 954-888-6316 F [email protected] [email protected] [email protected]

8081 Philips Hwy, Suite 14 904-638-

7900 David Reed Clinton Walsh Aimee Carver

Jacksonville, FL 32256 866-638-3501 F [email protected] [email protected] [email protected]

9420 Delegates Dr., # 400 407-854-

4003 Mike Retherford Shon Perez

Orlando, FL 32837 866-929-


Georgia Master - Ward Martin

[email protected]

6815 Shiloh Road East 678-701-1112 Bob Mejerle

Suite D-1 678-701-1122F [email protected]

George Van Winkle Elaine Koronis

















Alpharetta, GA 30005 Laura Lee Mejerle [email protected] [email protected]

[email protected]

448 Ralph David Abernathy Blvd. Ste #9

404-577-9090 David Hightower Candice Bailey Libby Leong

Atlanta, GA 30312 404-577-9094 F [email protected] [email protected] [email protected]

200 N. Cobb Prkwy, #130 770-693-1767 Tim Willingham Rob Welden Iskra Thomas

Marietta, GA 30062 770-693-1582 F [email protected] [email protected] [email protected]

5875 Peachtree Industrial Blvd. #150

770-840-4522 Don Neder Kelly Head Ian Johnson

Norcross, GA 30092 770-840-4524 F [email protected] [email protected] [email protected]

2053 SE 37th St., Suite E 515-986-

7151 Iowa/Nebraska Master - Bruce Benson Troy Hill Dan Halstead

Grimes, IA 50111 515-986-7145 F [email protected] [email protected] [email protected]

10232 L Street 402-991-

9901 Pat Jarrett Jake Bauermeister Carrie Vollbracht

Omaha, NE 68127 402-614-1968 F [email protected] [email protected] [email protected]

441 Eisenhower Lane South

630-812-5080 N. ILL Master - Jim Delaney Darrin Houdak Clint Duba

Lombard, IL 60148 630-317-7792 F [email protected] [email protected] [email protected]

2130 W. Fulton Street Shira Kollins/Leslie Kollins Stephen Gwaltney Eric Tate

Suite E 312-492-


Chicago, ILL 60612 312-492-7761 F [email protected]

8246 Kimball 847-456-8858 John Phelan

Skokie, IL 60076 847-256-1499

F [email protected]

1350 Tri-State Prkwy #116 847-856-

8220 Tom Kmieciak Sean O'Gara Zulma Terrones

Gurnee, IL 60031 847-856-8235

F [email protected] [email protected] [email protected]































513-771-

4776 Indiana Master - Dave Sperry

[email protected] 7920 Georgetown Rd, #300

317-757-5298 Diane Cotter

Indianapolis, IN 46268 317-757-5304 [email protected]

Jeff Shuman Jessica Schofield Nick Smith

[email protected] [email protected] [email protected]

311 Sagamore Pkywy. #6 765-446-8600 Mark Sweval Jason McIlvan Alyssa Sander

Lafayette, IN 47904 765-446-7755 F [email protected] [email protected] [email protected]

11229 Strang Line Rd. 913-498-

0765 Kansas/Missouri Master - Pat McGinnis Scott Anderson Katrina Cirusse

Lenexa, Kansas 66215 913-498-0767 F [email protected] [email protected]

1321 Burlington St. D 816-221-

1455 Kent Pummill

N. Kansas City, MO 64116 816-221-1433 F [email protected] [email protected]

Ruben Islas

[email protected]

732-662-

9860 MD/DE/DC Scott Schoner - Master

[email protected]

401 E. Marsh Lane, #3, Newport Ind. Park 302-999-

8162 Gary Meltz Sarah Johnson Amanda Sumner

Newport, DE 19804 [email protected] [email protected] [email protected]

COMING SOON 301-229-0140 Rick/Connie Robey

[email protected]



















[email protected]

629 Highland Avenue Ste. A101

781-400-5631

Mass./CT/R.I. Master - Michael Price Amy Lucas Renee Prelack

Needham Hts, MA 02494 781-400-5619 F [email protected] [email protected] [email protected]

107 Audubon Rd., Bldg #1, Suite 35

781-587-0239 Ollie Parker Todd Kramer Jennifer Neal

Wakefield, MA 01880 781-587-1483 F [email protected] [email protected] [email protected]

COMING SOON 610-996-9890 Jim/Kristi Oliveira

[email protected]

[email protected]

24404 Catherine Industrial Dr. Suite 313

Michigan Master - Kim & Scott Frane

Novi, MI 48375 248-468-

0604 [email protected] Aaron Rodriguez Ann Kitada

248-468-1204 F [email protected] [email protected] [email protected]

16001 Leone Drive 586-232-

4877 Dennis Powers Ward Cramer Kelly Harper Macomb Township, MI 48042


6255 Bury Dr. 952-746-

4101 Minnesota Master - Rich Henderson Jake Gehler

Eden Prairie, MN 55346 952-746-4103 F [email protected] [email protected] [email protected]

952-412-

0575 Keith Boisner

COMING SOON [email protected]

8090 University Ave. N.E. 763-784-

6490 Eric Olson Lisa Carpentier Kelly Grenhoe





















Fridley, MN 55432 763-784-


14000 25th Ave. N #1000 612-424-

5750 Manuel Santana Nick Faucher Katy Tyner

Plymouth, MN 55447 952-231-4193 F [email protected] [email protected] [email protected]

5220 12th Avenue East 612-743-

4412 Chris/Christy Aloisio Aaron Arvig Lori Hirsch

Shakopee, MN 55379 [email protected] [email protected] [email protected]

3900 Rosevelt Rd. #101 612-991-

6172 Bob Pratt Luke Johnson Bethann Windsperger

St. Cloud, MN 56301 [email protected] [email protected] [email protected]

1400 Energy Park Dr #24 651-917-3000 Dan Citron Ryan Falkner Sarah Miller

St. Paul, MN 55108 651-917-3013 F [email protected] [email protected] [email protected]

195 New Hampshire Avenue Suite 100

603-766-8088

NH/Vermont/Maine Master - John Blankenau Terry Armstrong Aimee Lockhardt

Portsmouth, NH 03801 603-766-8090 F [email protected] [email protected] [email protected]

56 W. Ethel Rd. 732-662-

9860 New Jersey Master - Scott Schoner Ken Henneberry Sara Dann

Piscataway, NJ 08854 732.662.9862

F [email protected] [email protected] [email protected]

132 Lewis Street, Unit 4B 732-542-

2929 Danny Aboudi Chris Jones Jason Horbac

Eatontown, NJ 07724 732-542-2990 F [email protected] [email protected] [email protected]

1600 Reed Road 609-303-

0654 Mark Hewel Katie Peterson Stacy Tumillo

Pennington, NJ 08534 609-303-0651 F [email protected] [email protected] [email protected]




























52 E. Centre Street 973-542-8384 Doug Nixon

Unit 3B 973-542-8385 F [email protected] Frank Agresta Sarah Decker

Nutley, NJ 07110 Jerry Gainey [email protected] [email protected]

[email protected]

1001 Lower Landing Road 856-302-

6459 Tracey Baker Joe Hatman Rosie Kim

Suite 104 856-302-6471 F [email protected] [email protected] [email protected]

Blackwood, NJ 08012

140 Commerce Center Way #C

973-837-8383 Nancy Cohen Douglas Lee Kavita Miglani

Totowa, NJ 07512 973-837-8384 F [email protected] [email protected] [email protected]

41 Bergenline Ave. 201-497-

6166 Ralph Trujillo David Cieplechowicz Zorayda Trujillo

Westwood, NJ 07675 201-497-6168 F [email protected] [email protected] [email protected]

37-18 Northern Blvd, Suite 107

347-927-9727

New York Master - Nick & Bohdan Yaremko Ashraf Rahman Dakota McKanic-Berman

Long Island City, NY 11101 [email protected] [email protected] [email protected]

724-591-

5486 Richard Arrington - Master

[email protected]

360 Jefferson Rd. 585-413-

1743 Doug Cole Jason Sampson Rayanne Perry

Rochester, NY 14613 585-413-3857 F [email protected] [email protected] [email protected]

6507 Basile Rowe 315-565-

5396 Bob Kelleher Jason Wittemore Alyse Leo-Randazzo





















E. Syracuse, NY 13057 345-565-5397 F [email protected] [email protected] [email protected]

12 West Main Street Bldg #D

914-418-5755 Downstarte NY Master -John

Dalton

Elmsford, NY 10523 866-669-0887 F [email protected]

2800 Sumner Blvd. #190-196

919-872-6551

No & So. Carolina Master - Ward Martin Freddy Candelario Alyssa Gambrell

Raleigh, NC 27616 919-872-7322 F [email protected] [email protected] [email protected]

2732 Interstate Street #A 704-392-

1776 Brion Blais Bradley Tipton Debbie Pietras

Charlotte, NC 28208 704-392-


2301 Crownpointe Executive Dr. Suite C

704-321-1200 David Arno Jonathon Parrott Kelly Hager

Charlotte, NC 28227 704-321-1800 F [email protected] [email protected] [email protected]

7341 W. Friendly Ave., Suites B & C

336-235-0990 Lisa Grathwohl Chris Maucere Lisa Funkhauser

Greensboro, NC 27410 336-235-0481 F [email protected] [email protected] [email protected]

100 Dominion Drive #110 919-460-6013 Jerry/Kim Parise

Morrisville, NC 27560 919-460-6134 F [email protected] Rick Pittman Kaley Jacobs

[email protected] [email protected] [email protected]

3650 Patterson Ave. Suite E 336-744-

3331 Sterling Kelly Bryan Laraen Stacey Layne

Winson Salem, NC 27105 336-744-3379 F [email protected] [email protected] [email protected]
























2888 E. Kemper Rd. 513-771-

4776 S. Ohio/Kentucky Master - Dave Sperry Joe Folzenlogen Drew Smith

Cincinnati, Ohio 45241 513-771-4773 F [email protected] [email protected] [email protected]

779 Crossroads Court 937-387-

6067 Brian Curry Mike Short Adrienne Kreighbaum

Vandalia, OH 45377 937-387-6589 F [email protected] [email protected] [email protected]

4435 Aicholtz Rd. #850 513-753-

5600 Mike Essig Tara Mason Chris Savaiano

Cincinnati, Ohio 45245 513-753-5603 F [email protected] [email protected] [email protected]

1020-D Taylor Station Rd. 614-861-

5600 Bruce/Pam Silberman Rebecca Castro Whitney Copeland

Gahanna, OH 43230 614-861-5603 F [email protected] [email protected] marketingcolumbus@speedpro,com

Oregon Master - Steve & Angie Kletzok

COMING SOON 360-909-

5363 [email protected]

[email protected]

404 Commerce Drive 724-591-

5486 N. Ohio/ Western PA Master - Richard Arrington Mark Kszastowski Enrico Gigliotti

Cranberry Township, PA 16066


200 Bursca Drive, Suite 202 Scot/Ann Pennell

Bridegville, PA 15017 412-220-9100 [email protected] Jason Demain Rachel Mino


26851 Miles Road, #202 330-840-8909 Ron Levine












mailto:marketingcolumbus@speedpro,com�










Warrensville Hts, OH 44128 [email protected]

705 Seco Road 412-372-

2159 Dennis Korber Mick O'Brien Natasha Witt

Monroeville, PA 15146 412-372-2364 F [email protected] [email protected] [email protected]

31011 Viking Parkway 440-617-

6461 Jeff & Lori Kolenich Danielle Ladovich Jessica Shetler

Westlake, OH 44145 440-617-


[email protected]

3580 Progress Drive, Unit Q

215-245-1275

Eastern PA Master - Paul Matuszak Aaron Mulka Jackie Waddle

Bensalem, PA 19020 215-245-1276 F [email protected] [email protected] [email protected]

75 Utley Drive 717-737-5083 Dave Higgins Jason Massie Heather Smith

Camp Hill, PA 17011 717-737-5084 F [email protected] [email protected] [email protected]

664 Catherine Street 215-293-

9723 Joseph McInnis Nathan Daelsandro Jen McInnis

Warminster, PA 18974 215-293-9726 F [email protected] [email protected] [email protected]

610-420-8891 Jack Mingle

COMING SOON [email protected]

829 Lincoln Ave. Suite 5 610-696-

3568 Gary Acers Gary Acers Jr. Sharee Acers

Westchester, PA 19380 610-696-3979 F [email protected] [email protected] [email protected]

COMING SOON Tennesse Master -





















Gary/Nancy Yenser

901-830-9682 [email protected]

[email protected]

1722 General George Patton Drive Suite 300B

615-712-7275 Glen Carrico Brandon Hagan Natalie Robinson

Brentwood, TN 37027 615-712-8069 F [email protected] [email protected] [email protected]

972-403-9955

North Texas Master - Tom Curry

[email protected]

13735 Omega Rd 972-960-

7200 Matt Polster Ben Nash Hannah Ciccone

Dallas, TX 75244 972-960-7222 F [email protected] [email protected] [email protected]

1611 I35E Suite 112 972-242-

9002 Bob Johnson Chris Schmehr

Carrollton, TX 75006 972-242-

9949 F [email protected] [email protected] [email protected]

2707 W. Mockingbird Ln 214-357-

3400 Eric Rozier Mark Maslanka Ryan Spencer

Dallas, TX 75235 214-357-3404 F [email protected] [email protected] [email protected]

4681 Frisco Drive 972-841-

9788 Kevin Cowan

Frisco, TX 75034 [email protected]

7508 Pebble Drive 817-284-

3366 Jeremy Petty Jen McCain

Ft. Worth, TX 76118 817-284-

3430 F [email protected] [email protected]

350 E. Royal Lane, Suite 101

972-550-5200 Dave/CherieOstermann Ben Hall Cherie Ostermann

Irving, TX 75039 866-817-

3157 F [email protected] [email protected] [email protected]

512-470-

5899 So. East Texas Master - Steve Fernandes





















[email protected]

A106-3709 Promontory Pt 512-444-

4421 Randy Imhoff Austin Dodson

Austin, TX 78744 512-444-3929 F [email protected] [email protected] [email protected]

2113 Wells Branch Prkwy Tommy/Julie Griffin

Suite 4300 512-990-

1400 [email protected] Joel Hamrick Diandra Marquez

Austin, TX 78728 512-990-1447 F [email protected] [email protected] [email protected]

15800 W. Hardy St. #560 281-260-

8100 Larry Perez Phyllis Hill Samantha Mesker

Houston, TX 77060 281-260-8115 F [email protected] [email protected] [email protected]

25003 Pitkin Rd, Suite G600 281-719-

5646 Mike Schardt Justin Bayer Stephanie Gillum

Spring, TX 77386 281-651-5553 F [email protected] [email protected] [email protected]

403 E. Ramsey #203 210-348-

5558 South West TX Master - Mark Estes Patrick Finn

San Antonio, TX 78216 210-348-5549 F [email protected] [email protected]

6737 Poss Rd. #101 210-521-

6463 Al Volesky Allison Donahue

San Antonio, TX 78238 210-521-6446 F [email protected] [email protected]

2551 Eltham Avenue

Virginia/W.Virginia Master - Bill Jones/Brad Jones

Suite D 757-390-2644 [email protected] Kennan Biermann Nina Orlando

Norfolk, VA 23513 757-390-4128 F [email protected] [email protected] [email protected]

2530 Gayton Centre Dr. 804-726-3336 Mark/Susan Collins Matt Lubudzig Stacey Eanes























Richmond, VA 23228 804-726-3337 F [email protected] [email protected] [email protected]

10807 E. Montgomery Ave., Suite 3 509-413-1730

Washington Master Paul Perovich Sam Kelly Susan Perovich

Spokane Valley, WA 99206


2414 SW Andover St. #E120

206-257-4717 Terry Spires Jeffrey Adplanalp Britlyn Garrett

Seattle, WA 98106 206-257-4716 F [email protected] [email protected] [email protected]

204 Moravian Valley Suite I 608-850-

6668 Wisconsin Master - Sean McCarthy Adam Hegge Sandy McCarthy

Waunakee, WI 53597 608-850-6770 F [email protected] [email protected] [email protected]













Franchise Who Left the System in the Year 2012

City

State

Office Number/ Fax Number

Owner(s)

Bensalem Pennsylvania 215-245-1275 Mike Marshean

Nashville Tennessee 615-776-5720 John Neilson

Lubbock Texas 806-748-1711 Jimmy Underwood

Columbus Ohio 614-861-5600 Russ White

During the most recently completed fiscal year or who have not communicated with the franchisor within 10 weeks of the disclosure document issuance date. If you buy this franchise, your contact information may be disclosed to other buyers when you leave the franchise system.

STATE ADDENDUMS

EXHIBIT M

ADDENDUM TO THE FRANCHISE DISCLOSURE DOCUMENT PURSUANT TO THE CALIFORNIA FRANCHISE INVESTMENT LAW

THE CALIFORNIA FRANCHISE INVESTMENT LAW REQUIRES THAT A COPY OF ALL PROPOSED AGREEMENTS RELATING TO THE SALE OF THE FRANCHISE BE DELIVERED TOGETHER WITH THE FRANCHISE DISCLOSURE DOCUMENT.

California Business and Professions Code Sections 20000 through 20043 provide rights to the franchisee concerning termination or nonrenewal of a franchise. If the franchise agreement contains a provision that is inconsistent with the law, the law will control.

The franchise agreement provides for termination upon bankruptcy. This provision may not be enforceable under Federal bankruptcy law (11 U.S.C.A. Sec. 101 et. seq.).

The franchise agreement contains a covenant not to compete which extends beyond the termination of a franchise. This provision may not be enforceable under California law.

The franchise agreement contains a liquidated damages clause. Under California Civil Code Section 1671, certain liquidated damages clauses are unenforceable.

The franchise agreement requires binding arbitration. The arbitration will occur in Arizona with the costs being borne by Franchisee. This provision may not be enforceable under California law.

The franchise agreement requires application of the laws of Arizona. This provision may not be enforceable under California law.

Neither the Franchisor nor any person listed in Item 2 of this disclosure document is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities Exchange Act of 1934, 15 U.S.C.A. 78a et seq., suspending or expelling such persons from membership in such association or exchange.

ADDENDUM TO THE FRANCHISE DISCLOSURE DOCUMENT PURSUANT TO THE HAWAII FRANCHISE INVESTMENT LAW

THESE FRANCHISES 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 THE DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS OR A FINDING BY THE DIRECTOR OF THE DEPARTMENT 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 (7) DAYS PRIOR TO THE EXECUTION BY THE PROSPECTIVE FRANCHISEE, OF ANY BINDING FRANCHISE OR OTHER AGREEMENT, OR AT LEAST SEVEN (7) DAYS PRIOR TO THE PAYMENT OF ANY CONSIDERATION BY THE FRANCHISEE OR SUBFRANCHISOR, WHICHEVER OCCURS FIRST, A COPY OF THE FRANCHISE DISCLOSURE DOCUMENT, TOGETHER WITH A COPY OF ALL PROPOSED AGREEMENTS RELATING TO THE SALE OF THE FRANCHISE.

THIS FRANCHISE 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.

No release language set forth in the Franchise Agreement shall relieve SpeedPro USA, LLC or any other person, directly or indirectly, from liability imposed by the laws concerning franchising in the State of Hawaii.

ADDENDUM TO THE FRANCHISE DISCLOSURE DOCUMENT PURSUANT TO THE ILLINOIS FRANCHISE DISCLOSURE ACT

Notwithstanding anything to the contrary set forth in the Franchise Disclosure Document, the following provisions shall supersede and apply to all franchises offered and sold in the State of Illinois: 1. Item 17 of the Disclosure Document is amended by the addition of the following language at the beginning

thereof:

“Notice Required By Law

THE TERMS AND CONDITIONS UNDER WHICH YOUR FRANCHISE CAN BE TERMINATED AND YOUR RIGHTS UPON NON-RENEWAL MAY BE AFFECTED BY ILLINOIS LAW, 815 ILCS 705/19 - 705/20.”

2. The provisions of the Illinois Franchise Disclosure Act of 1987 (the “Act”) shall supersede any provisions of

the Franchise Agreement or Arizona law which are in conflict with the Act. 3. The provisions of Sections of the Franchise Agreement which designate jurisdiction or venue in a forum

outside of the State of Illinois shall not be effective for Franchise Agreements entered into in Illinois.

ADDENDUM TO THE FRANCHISE DISCLOSURE DOCUMENT PURSUANT TO THE INDIANA FRANCHISE DISCLOSURE LAW

AND THE INDIANA DECEPTIVE FRANCHISE PRACTICES ACT

Notwithstanding anything to the contrary set forth in the Disclosure Document, the following provisions shall supersede and apply to all franchises offered and sold in the State of Indiana: 1. The laws of the State of Indiana supersede any provisions of the Franchise Agreement, the other

agreements or Arizona law if such provisions are in conflict with Indiana law. 2. The prohibition by Indiana Code § 23-2-2.7-1(7) against unilateral termination of the franchise without

good cause or in bad faith, good cause being defined therein as material breach of the Franchise Agreement, shall supersede the provisions of the Franchise Agreement in the State of Indiana to the extent they may be inconsistent with such prohibition.

3. Liquidated damages and termination penalties are prohibited by law in the State of Indiana and, therefore,

the Disclosure Document and the Franchise Agreement are amended by the deletion of all references to liquidated damages and termination penalties and the addition of the following language to the original language that appears therein:

“Notwithstanding any such termination, and in addition to the obligations of the Franchisee as otherwise provided, or in the event of termination or cancellation of the Franchise Agreement under any of the other provisions therein, the Franchisee nevertheless shall be, continue and remain liable to Franchisor for any and all damages which Franchisor has sustained or may sustain by reason of such default or defaults and the breach of the Franchise Agreement on the part of the Franchisee for the unexpired Term of the Franchise Agreement.

At the time of such termination of the Franchise Agreement, the Franchisee covenants to pay to Franchisor within ten (10) days after demand as compensation all damages, losses, costs and expenses (including reasonable attorney’s fees) incurred by Franchisor, and/or amounts which would otherwise be payable thereunder but for such termination for and during the remainder of the unexpired Term of the Franchise Agreement. This Agreement does not constitute a waiver of the Franchisee’s right to a trial on any of the above matters.”

4. No release language set forth in the Disclosure Document or Franchise Agreement, including but not

limited to Item 17 shall relieve Franchisor or any other person, directly or indirectly, from liability imposed by the laws concerning franchising of the State of Indiana.

5. The Franchise Agreement is amended to provide that such agreement will be construed in accordance with

the laws of the State of Indiana. 6. Any provision in the Franchise Agreement which designates jurisdiction or venue, or requires the

Franchisee to agree to jurisdiction or venue, in a forum outside of Indiana, is deleted from any Franchise Agreement issued in the State of Indiana.

ADDENDUM TO THE FRANCHISE DISCLOSURE DOCUMENT PURSUANT TO THE MARYLAND FRANCHISE REGISTRATION AND DISCLOSURE LAW

The following additional disclosures are required by the Maryland Franchise Registration and Disclosure Law: ITEM 5 All initial fees and payments shall be deferred until such time as the franchisor completes its initial obligations under the franchise agreement. ITEM 17 The general release required as a condition of renewal, assignment, or transfer does not apply to any claims that arise under the Maryland Franchise Registration and Disclosure Law. You may sue us in Maryland for claims arising under the Maryland Franchise Registration and Disclosure Law.

MARYLAND ADDENDUM TO FRANCHISE AGREEMENT and Statement of Potential Franchisees The Franchise Agreement and the State of Potential Franchisees, to which this addendum is attached is amended as follows to comply with the Maryland Franchise Registration and Disclosure Law:

1. All initial fees and payments shall be deferred until such time as the franchisor completes its initial obligations under the franchise agreement.

2. A general release required as a condition of renewal, assignment, or transfer in provision 4.3.7

and 14.2.5 does not apply to any claim or liability arising under the Maryland Franchise Regulation and Disclosure Law.

3. The representations in section 18 of the franchise agreement is amended to state:

“All representations requiring prospective franchisees to assent to a release, estoppel or waiver of liability are not intended to nor shall they act as a release, estoppel or waiver of any liability incurred under the Maryland Franchise Registration and Disclosure Law.”

4. The representations in the state of the statement of potential franchisees amended to state:

“All representations requiring prospective franchisees to assent to a release, estoppel or waiver of liability are not intended to nor shall they act as a release, estoppel or waiver of any liability incurred under the Maryland Franchise Registration and Disclosure Law.”

The parties are signing this addendum concurrently with the Franchise Agreement to which it is attached. SPEEDPRO USA, LLC, Franchisor, by its Managing Member, Speedpro USA, Inc., a Texas corporation FRANCHISEE By: By: Print Name Print Name Title: Title: Date: Date:

ADDENDUM TO THE FRANCHISE DISCLOSURE DOCUMENT PURSUANT TO THE MICHIGAN FRANCHISE INVESTMENT LAW

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 the franchisee of rights and protections provided in this Act. This shall not preclude a franchisee, after entering into a license 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 thirty (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 license 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 applied only if (i) the term of the franchise is less than five (5) years and (ii) the franchisee is prohibited by the license or other agreement from continuing to conduct substantially the same business under another trademark, service mark, trade name, logotype, advertising of other commercial symbol in the same area subsequent to the expiration of the franchise or the franchisee does not receive at least six (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 from entering into an agreement, at the time of arbitration, to conduct arbitration at a location outside this state.

(g) A provision which permits 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 owning to the franchisor or to cure any default in the license agreement existing at the 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 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 license 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 provisions has been made for providing the required contractual service.

THE FACT THAT THERE IS A NOTICE OF THIS DOCUMENT 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 OFFICE OF THE ATTORNEY GENERAL, CONSUMER PROTECTION DIVISION, ATTN: FRANCHISE DEPARTMENT, 525 W. OTTAWA STREET, 670 G. MENNAN WILLIAMS BLDG., LANSING, MICHIGAN 48933 (517) 272-7117.

ADDENDUM TO THE FRANCHISE DISCLOSURE DOCUMENT AND LICENSE AGREEMENT PURSUANT TO THE MINNESOTA FRANCHISE INVESTMENT LAW

Notwithstanding anything to the contrary set forth in the Disclosure Document and/or Franchise

Agreement, as applicable, the following provisions shall supersede and apply to all franchises offered and sold in the State of Minnesota: 1. The following language is added to Item 13 of the Disclosure Document and the Franchise Agreement:

“The Minnesota Department of Commerce requires the Franchisor to indemnify Minnesota franchisees against liability to third parties resulting from claims by third parties that the Franchisee’s use of the tradename infringes trademark rights of the third party. Franchisor indemnifies Franchisee against the consequences of Franchisee’s use of the tradename in accordance with the requirements of the license, and, as a condition to indemnification, Franchisee must provide notice to Franchisor of any such claims within ten (10) days and tender the defense of the claim to Franchisor. If Franchisor accepts the tender of defense, Franchisor has the right to manage the defense of the claim including the right to compromise, settle or otherwise resolve the claim, and to determine whether to appeal a final determination of the claim.”

2. Item 17 of the Disclosure Document and the Franchise Agreement are amended as follows:

“With respect to franchises governed by Minnesota law, Franchisor will comply with Minn. Stat. Sec. 80C.14, Subds. 3, 4, and 5 which require, except in certain specified cases, that a Franchisee be given ninety (90) day notice of termination (with sixty (60) days to cure) and one hundred, eighty (180) day notice for non-renewal of the Franchise Agreement.”

3. No release language set forth in the Franchise Agreement shall relieve Franchisor or any other person,

directly or indirectly, from liability imposed by the laws concerning franchising of the State of Minnesota. 4. Liquidated damages and termination penalties are prohibited by law in the State of Minnesota and,

therefore, the Franchise Agreement is amended by the addition of the following language to the original language that appears therein:

“Notwithstanding any such termination, and in addition to the obligations of the Franchisee as otherwise provided, or in the event of termination or cancellation of the Franchise Agreement under any of the other provisions therein, the Franchisee nevertheless shall be, continue and remain liable to Franchisor for any and all damages which Franchisor has sustained or may sustain by reason of such default or defaults and the breach of the Franchise Agreement on the part of the Franchisee for the unexpired Term of the Franchise Agreement.

At the time of such termination, of the Franchise Agreement, the Franchisee covenants to pay to Franchisor within ten (10) days after demand as compensation all damages, losses, costs and expenses (including reasonable attorney’s fees) incurred by Franchisor, and/or amounts which would otherwise be payable thereunder but for such termination for and during the remainder of the unexpired Operating Term of the Franchise Agreement. This does not constitute a waiver of the Franchisee’s right to a trial on any of the above matters.”

5. Item 17 of the Disclosure Document is amended to add the following and the following language will

appear in the Franchise Agreement issued in the State of Minnesota:

“Pursuant to Minnesota Statutes, Section 80C.21 and Minn. Rule Part 2860-4400J, this Section shall not in any way abrogate or reduce any rights of the Franchisee as provided for in the Minnesota Statutes Chapter 80C.”

6. Item 17 of the Disclosure Document and the Franchise Agreement are amended as follows:

“Nothing contained herein shall limited Franchisee’s right to submit matters to the jurisdiction of the courts of Minnesota to the full extent required by Minn. Rule 2860.4407J.”

NEW YORK ADDENDUM TO DISCLOSURE DOCUMENT

The cover page of the Disclosure Document is amended to add the following statement:

REGISTRATION OF THIS FRANCHISE BY NEW YORK STATE DOES NOT MEAN THAT NEW YORK STATE RECOMMENDS IT OR HAS VERIFIED THE INFORMATION IN THIS DISCLOSURE DOCUMENT. IF YOU LEARN THAT ANYTHING IN THIS DISCLOSURE DOCUMENT IS UNTRUE, CONTACT THE FEDERAL TRADE COMMISSION AND NEW YORK STATE DEPARTMENT OF LAW BUREAU OF INVESTOR PROTECTION AND SECURITIES, 120 BROADWAY, 23RD FLOOR, NEW YORK, N.Y. 10271.

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 THIS PROSPECTUS.

Item 3 of the Disclosure Document is amended by deleting the last paragraph and substituting the

following:

“Other than this SpeedPro USA, LLC action, neither we, our predecessor, nor a person identified in Item 2, or an affiliate offering franchises under our principal trademark:

A. Has an administrative, criminal or civil action pending against that person alleging: a felony; a

violation of a franchise, antitrust or securities law; fraud, embezzlement, fraudulent conversion; misappropriation of property; unfair or deceptive practices or comparable civil or misdemeanor allegations. Moreover, there are no pending actions, other than routine litigation incidental to the business, which are significant in the context of the number of franchisees and the size, nature or financial condition of the franchise system or its business operations.

B. Has been convicted of a felony or pleaded nolo contendere to a felony charge or, within the ten (10)

year period immediately preceding the application for registration, has been convicted of or pleaded nolo contendere to a misdemeanor charge or has been the subject of a civil action alleging: violation of a franchise, antitrust or securities law; fraud, embezzlement, fraudulent conversion or misappropriation of property, or unfair or deceptive practices or comparable allegations.

C. Is subject to a currently effective injunction or restrictive order or decree relating to the franchise,

or under a federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or 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 injunction 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.”

Item 4 of the Disclosure Document is amended by deleting the last paragraph and substituting the

following:

“Other than this SpeedPro USA, LLC action, neither we, our affiliate, our predecessor nor our officers during the ten (10) year period immediately before the date of the Disclosure Document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code; (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S.

Bankruptcy Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during or within one year after the officer or general partner of the franchisor held this position in the company or partnership.”

Item 5 of the Disclosure Document is amended by adding the following to the subsection entitled “Initial

Franchise Fee”:

“The Company will use the Initial Fee to cover its costs associated with fulfilling its obligations under the Franchise Agreement and to cover other overhead costs and expenses.”

Item 17 of the Disclosure Document is amended by deleting the first paragraph and substituting the

following:

“THIS TABLE LISTS CERTAIN IMPORTANT PROVISIONS OF THE FRANCHISE AGREEMENT AND RELATED AGREEMENTS PERTAINING TO RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION. YOU SHOULD READ THESE PROVISIONS IN THESE AGREEMENTS ATTACHED TO THIS DISCLOSURE DOCUMENT.”

Item 17 of the Disclosure Document is further amended by adding the following statement to the summary

column indicating the choice of law:

“The foregoing choice of law should not be considered a waiver of any right conferred upon either the Franchisor or upon the Franchisee by the General Business Law of the State of New York.”

ADDENDUM TO THE DISCLOSURE DOCUMENT PURSUANT TO THE NORTH DAKOTA FRANCHISE LAW

Notwithstanding anything to the contrary set forth in the Disclosure Document, the following provisions shall supersede and apply to all franchises offered and sold in the State of North Dakota: 1. Liquidated damages and termination penalties are prohibited by law in the State of North Dakota and,

therefore, the Franchise Agreement is amended as follows:

“15.2 Remedies Upon Termination. If the Franchise is so terminated, and in addition to the obligations of the Franchisee as otherwise provided herein, Franchisor shall retain the full amount of any fees heretofore paid to Franchisor and Franchisee shall continue to remain liable to Franchisor for any and all damages which Franchisor has sustained or may sustain by reason of such default or defaults and the breach of the Franchise Agreement on the part of the Franchisee for the unexpired Term of the Franchise Agreement.”

2. The laws of the State of North Dakota supersede any provisions of the Franchise Agreement, the other

agreements or Arizona law if such provisions are in conflict with North Dakota law. 3. Any provision in the Franchise Agreement which designates jurisdiction or venue, or requires the

Franchisee to agree to jurisdiction or venue, in a forum outside of North Dakota, is deleted from any Franchise Agreement issued in the State of North Dakota.

ADDENDUM TO THE DISCLOSURE DOCUMENT PURSUANT TO THE RHODE ISLAND FRANCHISE DISCLOSURE ACT

The following language applies to any franchise agreement issued in the State of Rhode Island:

“Section 19-28.1-14 of the Rhode Island Franchise Investment Act, as amended by laws of 1993, dictates 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.’”

ADDENDUM TO THE DISCLOSURE DOCUMENT PURSUANT TO SOUTH DAKOTA CODIFIED LAWS

Notwithstanding anything to the contrary set forth in the Disclosure Document, the following provisions shall supersede and apply to all franchises offered and sold in the State of South Dakota: 1. The Franchise Agreement is amended by the deletion of the requirement to pay liquidated damages and the

addition of the following language to the original language that appears therein:

“Notwithstanding any such termination, and in addition to the obligations of the Franchisee as otherwise provided herein, or in the event of termination or cancellation of the Franchise Agreement under any of the other provisions set forth herein, the Franchisee nevertheless shall be, continue and remain liable to Franchisor for any and all damages which Franchisor has sustained or may sustain by reason of such default or defaults and the breach of the Franchise Agreement on the part of the Franchisee for the unexpired Operating Term of the Franchise Agreement.

At the time of such termination of the Franchise Agreement, the Franchisee covenants to pay to Franchisor within ten (10) days after demand as compensation all damages, losses, costs and expenses (including reasonable attorney’s fees) incurred by Franchisor, and/or amounts which would other-wise be payable thereunder but for such termination for and during the remainder of the unexpired Operating Term of the Franchise Agreement.”

2. Franchise registration, employment, covenants not to compete and other matters of local concern will be

governed by the laws of the State of South Dakota. As to contractual and all other matters, the Franchise Agreement will be and remains subject to the construction, enforcement and interpretation of the laws of the State of Arizona. Any provision in the Franchise Agreement which designates jurisdiction or venue, or requires the Franchisee to agree to jurisdiction or venue, in a forum outside of South Dakota, is deleted from any Franchise Agreement issued in the State of South Dakota.

3. No release language set forth in the Franchise Agreement shall relieve Franchisor or any other person,

directly or indirectly, from liability imposed by the laws concerning franchising of the State of South Dakota.

4. Termination provisions covering breach of the Franchise Agreement, failure to meet performance and

quality standards, and failure to make royalty payments contained in the Franchise Agreement shall afford the Franchisee thirty (30) days written notice with an opportunity to cure said default prior to termination.

5. REGISTRATION OF THIS FRANCHISE DOES NOT CONSTITUTE APPROVAL OR RECOMMENDATION OF THE

FRANCHISE BY THE DIRECTOR.

To the extent this Addendum is inconsistent with any terms or conditions of the Franchise Agreement or exhibits or attachments thereto, or the Disclosure Document, the terms of this Addendum shall govern.

ADDENDUM TO THE DISCLOSURE DOCUMENT PURSUANT TO THE WASHINGTON FRANCHISE INVESTMENT LAW

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 areas 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.

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.

In the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection Act,

Chapter 19.100 RCW shall prevail. 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 a right to a jury trial may not be enforceable.

Transfer fees are collectable to the extent that they reflect the franchisor’s reasonable estimated or actual

costs in effecting a transfer.

The undersigned does hereby acknowledge receipt of this addendum. Dated this _________________ day of __________________________________ 20______. SPEEDPRO USA, LLC, Franchisor, by its Managing Member, Speedpro USA, Inc., a Texas corporation FRANCHISEE By: By: Print Name Print Name Title: Title:

ADDENDUM TO THE DISCLOSURE DOCUMENT PURSUANT TO THE WISCONSIN FRANCHISE INVESTMENT LAW

Notwithstanding anything to the contrary set forth in the Disclosure Document, the following provisions

shall supersede and apply to all franchises offered and sold in the State of Wisconsin: 1. REGISTRATION DOES NOT CONSTITUTE APPROVAL, RECOMMENDATION OR ENDORSEMENT BY THE

COMMISSIONER OF SECURITIES OF THE STATE OF WISCONSIN. 2. The following shall apply to Franchise Agreements in the State of Wisconsin:

a. The Wisconsin Fair Dealership Act, Wisconsin Statutes, Chapter 135 (the “Act”), shall apply to and govern the provisions of Franchise Agreements issued in the State of Wisconsin.

b. The Act’s requirements, including that in certain circumstances a Franchisee receive ninety (90)

day notice of termination, cancellation, non-renewal or substantial change in competitive circumstances, and sixty (60) days to remedy claimed deficiencies, shall supersede the provisions of the Franchise Agreement to the extent they may be inconsistent with the Act’s requirements.

ACKNOWLEDGMENT OF RECEIPT BY PROSPECTIVE FRANCHISEE

EXHIBIT N

Item 23. RECEIPT

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 SPEEDPRO USA, LLC offers you a franchise, they must provide this disclosure document to you 14 days before you sign a binding agreement or make a payment with the franchisor or an affiliate in connection with the proposed franchise sale.

[New York, Oklahoma and Rhode Island require that SPEEDPRO USA, LLC give you this disclosure document at the earlier of the first personal meeting or 10 business days before the execution of the franchise or other agreement or the payment of any consideration that relates to the franchise relationship.]

[Iowa requires that SPEEDPRO USA, LLC give you this disclosure document at the earlier of the first personal meeting or 14 days before the execution of the franchise or other agreement or the payment of any consideration that relates to the franchise relationship.]

[Michigan, Oregon, and Washington require that SPEEDPRO USA, LLC give you this disclosure document at least 10 business days before the execution of any binding franchise or other agreement or the payment of any consideration, whichever occurs first.]

If SPEEDPRO USA, LLC 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 and state law may have occurred and should be reported to the Federal Trade Commission, Washington, D.C. 20580 and the appropriate state agency listed on Exhibit A.

The name, principal business address and telephone number of each franchise seller offering the franchise is:_______________________________________________________________________________________________________________________________

Issuance date: March 28, 2013 as amended June 4, 2013

I have received a disclosure document dated March 28, 2013 as amended June 4, 2013 that included

the following Exhibits: A. Directory of Franchise Regulators/Agents for Service of Process B. Franchise Agreement C. Financial Statements D. Acknowledgement Regarding Ownership or Other Interests E. Guaranty of Franchisee’s Obligations F. Operations Manual Table of Contents G. Consent and Agreement of Landlord H. Confidentiality and Non-Competition Agreement I General Release of Claims J. Agent of Service of Process K. Statement of Prospective Franchisee L. Franchisee List M. State Addendums N. Acknowledgement of Receipt (2 copies)

______________________________ ________________________________ Prospective Franchisee Prospective Franchisee Date: _________________________ Date: ___________________________

Franchise seller’s name: ___________________________________________________________ Principal business address: ___________________________________________________________ Telephone number: ___________________________________________________________ Franchise seller’s name: ___________________________________________________________ Principal business address: ___________________________________________________________ Telephone number: ___________________________________________________________

Instructions for returning the receipt: If the disclosure document is not delivered in person, the prospective franchisee must sign both copies, retaining one (1) for the prospective franchisee’s records. The other copy must

be sent within five (5) business days via certified mail to the franchisor: SpeedPro USA, LLC, 15333 North Pima Road, Suite 100, Scottsdale, AZ 85260

Item 23. RECEIPT

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 SPEEDPRO USA, LLC offers you a franchise, they must provide this disclosure document to you 14 days before you sign a binding agreement or make a payment with the franchisor or an affiliate in connection with the proposed franchise sale.

[New York, Oklahoma and Rhode Island require that SPEEDPRO USA, LLC give you this disclosure document at the earlier of the first personal meeting or 10 business days before the execution of the franchise or other agreement or the payment of any consideration that relates to the franchise relationship.]

[Iowa requires that SPEEDPRO USA, LLC give you this disclosure document at the earlier of the first personal meeting or 14 days before the execution of the franchise or other agreement or the payment of any consideration that relates to the franchise relationship.]

[Michigan, Oregon, and Washington require that SPEEDPRO USA, LLC give you this disclosure document at least 10 business days before the execution of any binding franchise or other agreement or the payment of any consideration, whichever occurs first.]

If SPEEDPRO USA, LLC 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 and state law may have occurred and should be reported to the Federal Trade Commission, Washington, D.C. 20580 and the appropriate state agency listed on Exhibit A.

The name, principal business address and telephone number of each franchise seller offering the franchise is:_______________________________________________________________________________________________________________________________

. Issuance date: March 28, 2013 as amended June 4, 2013

I have received a disclosure document dated March 28, 2013 as amended June 4, 2013 that included

the following Exhibits: A. Directory of Franchise Regulators /Agents for Service of Process B. Franchise Agreement C. Financial Statements D. Acknowledgement Regarding Ownership or Other Interests E. Guaranty of Franchisee’s Obligations F. Operations Manual Table of Contents G. Consent and Agreement of Landlord H. Confidentiality and Non-Competition Agreement I General Release of Claims J. Agent of Service of Process K. Statement of Prospective Franchisee L. Franchisee List M. State Addendums N. Acknowledgement of Receipt (2 copies)

______________________________ ________________________________ Prospective Franchisee Prospective Franchisee Date: _________________________ Date: ___________________________

Franchise seller’s name: ___________________________________________________________ Principal business address: ___________________________________________________________ Telephone number: ___________________________________________________________ Franchise seller’s name: ___________________________________________________________ Principal business address: ___________________________________________________________ Telephone number: ___________________________________________________________ Instructions for returning the receipt: If the disclosure document is not delivered in person, the prospective franchisee must sign both copies, retaining one (1) for the prospective franchisee’s records. The other copy must be sent within five (5) business days via certified mail to the franchisor: SpeedPro USA, LLC, 15333 North Pima Road, Suite 100, Scottsdale, AZ 85260

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