UFOC

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Sample UFOC

FRANCHISE OFFERING CIRCULAR

Business Advisers, Incorporated a Nevada Corporation

3960 Howard Hughes Parkway

Suite 500

Las Vegas, Nevada 89109

(702) 892-0055

Business Advisers, Incorporated offers franchises for the establishment, development, and operation of a consulting practice that offers business support services in advertising, sales, marketing, customer service, leadership, team building, business planning, management, and organizational development, on a temporary Basis. You are granted the right to use the name Business Adviser and use the Business Advisers, Incorporated System as a Business Adviser.

The initial franchise fee is $75,000. The estimated initial investment required ranges from $80,000 - $90,500.

RISK FACTORS:

1. THE FRANCHISE AGREEMENT PERMITS THE FRANCHISEE TO ARBITRATE WITH BUSINESS ADVISERS, INCORPORATED. ONLY IN LAS VEGAS, NEVADA. OUT OF STATE ARBITRATION MAY FORCE YOU TO ACCEPT A LESS FAVORABLE SETTLEMENT FOR DISPUTES. IT MAY ALSO COST MORE TO ARBITRATE WITH BUSINESS ADVISERS, INCORPORATED. IN LAS VEGAS, NEVADA THAN IN YOUR HOME STATE.

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

3. THERE MAY BE OTHER RISKS CONCERNING THIS FRANCHISE.

Information comparing franchisors is available. Call the state administrators listed in Exhibit A or your public library for sources of information.

Registration of this franchise by a state does not mean that the state recommends it or has verified the information in this Offering Circular. If you learn anything in the Offering Circular is untrue, contact the Federal Trade Commission and the applicable agency listed in Exhibit A.

Effective Date:______________________

TABLE OF CONTENTS ITEM PAGE

1 The Franchisor, It's Predecessors And Affiliates................................................1

2 Business Experience.......................................................................................2

3 Litigation .......................................................................................................3

4 Bankruptcy....................................................................................................3

5 Initial Franchise Fee.......................................................................................3

6 Other Fees ....................................................................................................4

7 Initial Investment...........................................................................................6

8 Restrictions On Sources Of Products And Services............................................6

9 Franchisee's Obligations ...............................................................................10

10 Financing.....................................................................................................11

11 Franchisor's Obligations................................................................................12

12 Territory......................................................................................................14

13 Trademarks .................................................................................................14

14 Patents, Copyrights and Proprietary Information............................................16

15 Obligation To Participate In The Actual Operation Of

The Franchise Business ................................................................................17

16 Restrictions On What The Franchisee May Sell ...............................................17

17 Renewal, Termination, Transfer And Dispute Resolution.................................18

18 Public Figures ..............................................................................................20

19 Earnings Claims ...........................................................................................20

20 List Of Outlets .............................................................................................21

21 Financial Statements....................................................................................22

22 Contracts.....................................................................................................22

23 Receipt........................................................................................................22

EXHIBITS

A State Administrators

B Agent for Service of Process

C Financial Statements

D Franchise Agreement

E Receipt

UEM1 The Franchisor, It's Predecessors And Affiliates

For ease in comprehension of this Offering Circular ("Circular"), the following definitions will apply:

"We" or "Our" or "Us" or "BAI" refers to the franchisor - Business Advisers, Incorporated

"You" refers to the franchisee - the person purchasing the franchise.

BAI is a Nevada corporation that was incorporated on September 26, 2002. BAI does business as a subsidiary of Total Success International, Inc., a Nevada corporation that was incorporated on January 2, 2002. Our principal business address is 3960 Howard Hughes Parkway, Suite 500, Las Vegas, Nevada 89109.

BAI's agent for service of process is disclosed in Exhibit B.

BAI currently operates one office, which oversees the sale of franchises, plans and implements training sessions, and acts as the contact point for all franchisees.

BAI developed the system to be franchised ("System") as described in the attached Franchise Agreement. You operate within a specific territory (the "Territory"). We licensed you to use the System with our service marks, trademarks, logos, and other confidential information. It is essential to the franchised business (the "Business") that you develop new customers as well as service those existing or potential customers that we refer to or develop for you. The System permits an individual (the "Business Consultant") to develop a consulting practice that offers temporary business support services of one year or more to businesses in the following areas: advertising, sales, marketing, customer service, leadership, team building, business planning, management, and organizational development. BAI may also offer you a Master Franchise Agreement, which grants you the right to operate as a Business Consultant, under the System, as well as to participate in the recruitment and advisement of other franchisees in a given Territory, as described in Attachment A of the Franchise Agreement. Both the single unit franchisees and the master franchisees must comply with certain minimum gross revenue requirements, as discussed further in Item 12 of this Circular.

You will compete with other business and individuals who providing consulting services to the business sector, including accounting firms, and/or other business coaching

companies.

Notwithstanding the territorial exclusivity granted herein, BAI reserves the right to manage and service company-owned client contracts, offer, grant, and support other Franchised Business, offer and sell Consulting services, under the Marks, through any mail order catalogs, infomercials. Internet websites, direct sales, or any other channel of distribution, both within the Designated Territory and elsewhere. BAI makes no representation or warranty to the Franchisee that there will be any right to participate in these business activities, whether as a franchisee or otherwise.

BAI has no other business activities. There is no predecessor entity to BAI that has offered franchises. BAI currently has no affiliates that are selling franchises or that will provide products or services to you. BAI has not offered franchises in any other line of business.

BAI is currently under negotiations for merger or acquisition with Franchise Advantage. LLC a Delaware company.

In addition to the laws that apply to all business in general, you are required to comply with all local, state, and federal laws applicable to the operation of your Consulting Business.

The franchise terms and conditions described herein are those initially offered toe very prospective franchisee. The actual terms and conditions negotiated with a particular franchisee may vary considerably in certain respects from those set forth herein.

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ITEM 2 Business Experience

The following persons are the directors, principal officers and other executives who have management responsibility and who have actively participated in the development and operation of BAI. The principal occupation, title and business experience of each person during the last five years, including the names and locations of their former employers, is indicated below:

CEO: Tim Yanchisin

Mr. Yanchisin, CEO and co-founder of BAI, and has been with the company since its inception in September of 2002. Prior to this, he was the President of North American division for Action International, Inc., an international business coaching franchise, from May of 2000 to August of 2002. From May 1999 thru March 2000 he was General Manager of Trader Publishing in Las Vegas. Prior to this, from 1995 until April 1999, Mr. Yanchisin was Vice President of International Franchise Center.

President: MarkTollison, J.D., M.B.A.

Mr. Tollison, the President and co-founder of BAI, has been with the company from its inception in September of 2002. Prior to this, he was Business Development Manager of North America for Action International, Inc., an international business coaching franchise, from September of 2000 to August of 2002. Before joining Action International, Inc., he served in various capacities with international title insurance and financial services companies such as Old Republic International Corporation, First American Corporation, and Land America Financial Group, Inc., as Senior Vice-President of Operations, Vice-President of Sales and Marketing, Senior Sales Manager, and Senior Agency Relations. Mark possesses extensive experience in operational management, sales management and training, and sales and marketing on a regional, national, and international level. Mark holds a B.A. from Old Dominion University, a J.D. from Mercer University, and a M.B.A. from Webster University.

ITEM 3 Litigation

PINNACLE CONSULTING PARTNERS LLC

BAI. TOLLISON AND YANCHISIN

Pinnacle Consulting Partners, LLC v. Business Advisers. Inc.. Mark E. Tollison and Timon P. Yanchisin (Case Number 2005CV-101795). On June 2. 2005. a summons was served on the above-named defendants alleging violations of the Georgia Business Opportunities Act, OCGA Sections 10-1-410, et. seg. and for fraud and attorneys' fees, breach of contract. conversion, unjust enrichment and money had and received. The defendants deny all of these allegations intend vigorously to defend themselves against these allegations.

No BAI franchise broker is subject to any currently effective order of any national securities association or national securities exchange suspending or expelling such persons from membership in such association or exchange.

ITEM 4 Bankruptcy

No person previously identified in Items 1 or 2 of this Offering Circular has been involved as a debtor in proceedings under the U.S. Bankruptcy Code required to be disclosed in this Item.

ITEM 5 Initial Franchise Fee

The Initial Franchise Fee for a single unit is $75,000, payable in full to BAI upon the execution of your BAI Franchise Agreement, an example of which is annexed hereto as Attachment D. BAI will fully earn the initial Franchise Fee upon execution of the Franchise Agreement. The Initial Franchise Fee will be non-refundable. The Franchise Agreement is incorporated herein by reference and all capitalized terms used herein will have the meanings assigned to them in the Franchise Agreement, unless otherwise defined in this Offering Circular.

The Initial Franchise Fee is uniform as to all persons currently purchasing a BAI

franchise.

As part of the Initial Franchise Fee, BAI will provide, at no extra charge to you, approximately fourteen (14) days of training ("Initial Training"), as well as training materials, and a laptop computer with all the software you will need to open and operate your Consulting Business. You are responsible for travel to and from the training location, which is currently located in Las Vegas, Nevada. BAI may, at its sole discretion, designate another training location. BAI will provide one night of lodging per night day of training, and will also provide breakfast and lunch on training days, at the training site on training days.

You may locate your office anywhere within your Territory, including in your residence, as long as the required business tools and equipment, such as additional telephone lines, facsimile machine, and photocopier, are available.

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ITEM 6 Other Fees

There are other fees ("Other Fees") and charges that will be imposed when you purchase a Consulting Business. The Other Fees are uniform to all persons that purchase a Business Consulting franchise. Except as otherwise provided in this Offering Circular, the Other Fees are non-refundable, and they are not collected on behalf, nor paid to any third part. In the event that there is not specified payment date, such payment must be made no later than five (5) days after receipt of the invoice from BAI.

The following is a detailed description of other recurring and isolated fees or payments that you are or may be required to pay to BAI, or that BAI imposes or collects from you on behalf of third parties.

Name of Fee	Amount	Due Date	Remarks

Royalty¹	Month 1 - $500 Month 2 - $500 Month 3 - $750 Month 4 - $1000 Month 5 and thereafter - 20% of annual gross revenues or $1000 per month, whichever is greater	Payable monthly on the 6^th day of the month; if the 6^th of the month following completion of training falls within 7 days of training completion, payment will be due on the next month's 6^th day	Gross revenue includes all revenue derived from providing consulting services. Begins first month after training ends.
Transfer Fee¹	$2500	Prior to consummation of transfer	Payable when you sell your franchise. No charge if franchise transferred to a corporation that you control.
Renewal Fee¹	$2500	30 days before renewal
Annual Convention Attendance	$0-$3000	As incurred	Attendance required at least once every two years; expenses include travel, lodging, meals, etc.
Hardware and	$50-$4500	As incurred	You must pay for

¹ All fees are imposed by and are payable to BAI. All fees are non-refundable.

Software Upgrades			any upgrades in software or hardware
Late Payment Fee	5% of the amount due	As incurred	Any payment owing 10 days after due date
Insufficient Funds Fee	$30	As incurred	Anytime a check does not clear your account or an electronic funds transfer is denied
Additional Operating Assistance	$250-$2500	5 days prior to commending additional training/assistance	$250 per day fee, plus travel and living expenses of trainee
Audit	$500-$7500	As incurred	Only if audit incurred by your failure to comply with Franchise Agreement
Attorneys' Fees	$500-$100_/000	As incurred	Only if litigation arises from your default under the Franchise Agreement
Trademark Infringement Fees	$1,000-1150,000	As incurred	If you fail to cease using the Marks after termination of the Franchise Agreement

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ITEM 7 Initial Investment

Expense	Amount	Method of Payment	When Due	To Whom Payment Is To Be Made
Initial Franchise Fee	$75,000	Lump Sum	At Signing of Franchise Agreement	Business Advisers, Incorporated
Travel and Living Expenses While Training²	$500-$10,000, estimated	As Incurred	During Training	Airlines, Hotels, & Restaurants
Office Set-Up⁵	$0 - $1000	As Incurred	At Time of Purchase	Office supply stores, UPS, Federal Express
Insurance	$500-$4500	As incurred	At Time of Purchase	General Liability Insurance Company
Total	$80,000 - $90,500

ITEM 8 Restrictions On Sources Of Products And Services

As a BAI franchisee, you are limited to providing coaching services to business in select fields, including, but not limited to, advertising, sales, marketing, customer service, leadership, team building, business planning, management, and organizational development, on a temporary Basis.

We will design and develop the computer-generated reports and other printed forms we require to be used in the Franchised Business and provide you with an initial supply upon commencing Initial Training. You may only purchase additional quantities from approved vendors or suppliers. You will also be required to use the computer and software we will provide to you on the first day of your Initial Training.

² BAI will provide one night's hotel stay for each day of training. BAI will also provide breakfast and lunch on training days.

³ Although the leasing of office space is not required, some office equipment will be, such as a telephone with dedicated line, fax machine, Internet access, and UPS/Fed-Ex account set up and materials. The price at which these are obtained, if you do not already own them, is variable. BAI will provide the first set of letterhead and business cards.

Purchases from BAI or its Designees

To help retain the uniformity and high standards necessary to enhance and maintain the goodwill of the System, BAI requires that you purchase certain proprietary items, such as business cards, letterhead, or envelops, or any other item bearing the Marks, only from designated vendors or suppliers.

Insurance

You must obtain and maintain insurance, at your expense, as BAI requires, in addition to any other insurance that is required by applicable law, if any. The policies must be written by an insurance company reasonably satisfactory to BAI, with a Best rating of "A" or better and include the risks of coverage and deductibles as stated in the Manual Site and in Article 15 of the Franchise Agreement. The policies required by BAI must list BAI as a beneficiary of such policies.

BAI may periodically adjust the amounts of coverage required under the insurance policies, and require different or additional kinds of insurance at any time, including excess liability insurance, to reflect inflation, identification of new risks, changes in law or standards in liability, higher damage awards, or other relevant changes in circumstances, provided that all the changes made are applicable throughout the System.

You must furnish a certificate of insurance issued by an approved insurance company showing compliance with BAI's insurance requirements and a paid receipt showing the certificate number to BAI no later than five business days after receipt. The certificate of insurance must include a statement by the insurer that the policy or policies will not be canceled, will be renewed, and that the policies will not be materially altered unless thirty-day written notice is given to BAI. Copies of all insurance polices with proof of payment must be submitted promptly upon BAI's request. You must send to BAI current certificates of insurance and copies of all insurance policies on an annual BAIsis. The insurance policies must provide for a wavier of subrogation.

Advertising

You may develop advertising materials for your own use, at your own cost. BAI must approve the advertising materials in advance and in writing.

All promotional materials that you will be using for Advertising must be approved by BAI. All materials containing the Marks must comply with the specifications stated in the Manual and in accordance with Article 4 of the Franchise Agreement. If you do not receive the written disapproval or any materials submitted with ten days from the date BAI received the materials, the materials are considered to be approved. BAI may require that you withdraw and/or discontinue the use of any promotional materials or advertising, even if previously approved, if in BAI's judgment the materials or advertising may injure or be harmful to the System. BAI must make this requirement in writing, and you have five days

after receipt of such notice to withdraw and discontinue the use of such materials or advertising, unless otherwise agreed in writing.

Approved Supplies and Suppliers

You are required to purchase supplies, inventory, advertising materials, or other products or services used for the operation of your Consulting Business only from authorized manufacturers and other suppliers who demonstrate, to BAI's continuing satisfaction, the ability to meet BAI's standards and specifications for the items, possess adequate quality controls and capacity to supply your needs promptly and reliably, and have been approved in writing by BAI. BAI may approve a single supplier for any item, and may approve a supplier only as to certain items. In approving suppliers, BAI takes into consideration the price and quality of the products or services, and the reliability of the supplier in getting the products or services to you in a timely manner. BAI may concentrate purchases with one or more suppliers to obtain the lowest price, or any other benefit BAI deems, in its sole discretion, may benefit the Marks. If BAI later disapproves a supplier, BAI will notify you in writing of its disapproval. You must cease purchasing from that supplier within a reasonable time after your receipt of BAI's notice of disapproval.

Approval of New Suppliers

If you propose to purchase any suppliers, inventory, advertising material, or other products or services from an unapproved supplier, you must obtain BAI's prior written approval. As a condition of its approval, BAI has the right to require that samples from the supplier be delivered to BAI. BAI reserves the right, at its option, to reinspect the products or any approved suppliers, and to revoke the previously granted approval upon the supplier's failure to continue to meet BAI's standards and specifications. BAI's criterion for supplier approval is available to you. BAI will notify you in writing of the approval or disapproval or the supplier.

BAI reserves the right to change the content of the Manual Site. You agree to comply with each new or changed provision in the Manual Site beginning on the sixtieth (60^th) day (or any later date that BAI specifics) after you have received written notice from BAI. Revisions to the Manual site are Based on what BAI, in its sole discretion, deems to be in the best interest of the System, including the enhancement of quality and goodwill, increased efficiency, deceasing administrative burdens, or improve BAI's and its Franchisee's profitability. You must agree that because complete and detailed uniformity under many varying conditions may not be possible or practical, BAI reserves the right, in its sole discretion and as it deems to be in the best interests of all concerned in any specific instance, to vary standards for any franchisee BAIsed upon the peculiarities of the particular Territory, density of population, business potential, existing business practice, or any condition BAI deems to be of importance to the successful operation of your Franchised Business. You are not entitled to request BAI to grant to you a similar variation under your Franchise Agreement.

BAI will not derive revenue from your purchases of additional inventory of printed materials, including letterhead, business cards, or envelops.

ITEM 9 Franchisee's Obligations

THIS TABLE LISTS YOUR PRINCIPAL OBLIGATIONS UNDER THE FRANCHISE AND OTHER AGREEMENTS. IT WILL HELP YOU FIND MORE DETAILED INFORMATION ABOUT YOUR OBLIGATIONS IN THESE AGREEMENTS AND IN OTHER ITEMS OF THIS OFFERING CIRCULAR.

Obligation	Section in Agreement	Item in Offering Circular

a. Site selection and acquisition/lease	None	None
b. Pre-opening purchases/leases	Article 10	Item 7
c. Site development and other pre-opening requirements	Article 10	Item 7, footnote 3
d. Initial and ongoing training	Article 9	Item 11
e. Opening	None	None
f. Fees	Articles 5 and 6	Items 5 and 6
g. Compliance with standards and policies/Operating Manual	Article 10	Item 11
h. Trademarks and proprietary information	Article 11	Iteml3
i. Restrictions on products/services offered	Articles 10,11, and 12	Item 8
j. Warranty and customer service requirements	None	None
k. Territorial development and sales quotas	Article 10	Item 15
1. Ongoing products/services purchases	None	None
m. Maintenance,	None	None

appearance and remodeling requirements
n. Insurance	Article 15	Item 6 and 8
o. Advertising	Article 7	Item 11
p. Indemnification	Article 20	None
q. Owner's participation/ management staffing	Article 10	Item 11 and 15
r. Records/reports	Article 13	Item 6
s. Inspections/Audits	Article 14	Items 6 and 11
t. Transfer	Article 16	Item 17
u. Renewal	Article 2	Item 17
v. Post-termination obligations	Article 16	Item 17
w. Non-competition covenants	Article 19	Item 17
x. Dispute resolution	Articles 20	Item 17

ITEM 10 Financing

BAI does not currently offer direct or indirect financing. BAI does not guarantee your note, lease, or obligation. We are unable to estimate whether you will be able to obtain financing for all of part of your investment, and if you are able to obtain financing, we cannot predict or guarantee the terms of that financing.

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ITEM 11 Franchisor's Obligations

Except as disclosed below, BAI need not provide any assistance to you.

Before you open your business, BAI will:

1. Designate your exclusive territory.

2. Provide you with a laptop or notebook computer, including all necessary software, a briefcase, and a pen.

3. Provide you with one set of 50 business cards and letterhead.

4. Within 45 days of signing the Franchise Agreement, train you as follows:

Subject	Time	Instructional	Hours of	Hours of
	Begun	Material	Classroom Training	On the Job Training
Your New	8:30 am -	Power Points,	10 hours	None
Business	8:30 pm	Manuals
Leadership &	8:30 am -	Power Points,	10 hours	None
Emotional	8:30 pm	Manuals
Intelligence
Consulting,	8:30 am-	Power Points,	10 hours	None
Coaching, &	8:30 pm	Manuals
Mentoring
Financial	8:30 am -	Power Points,	10 Hours	None
Analysis	8:30 pm	Manuals
Business &	8:30 am-	Power Points,	20 Hours	None
Strategic	8:30 pm,	Manuals
Planning	8:30 am -8:30 pm
Effective	8:30 am -	Power Points,	20 Hours	None
Management,	8:30 pm,	Manuals
Supervisory
Skills &	8:30 am-
Conflict	8:30 pm
Resolution
Personnel	8:30 am -	Power Points,	10 Hours	None
Assessment,	8:30 pm	Manuals
HR Issues &
Policy
Team Building	8:30 am -	Power Points,	10 Hours	None
& Training	8:30 pm	Manuals
Sales,	8:30 am-	Power Points,	20 Hours	None
Marketing &	8:30 pm,	Manuals

Presentation
Skills	8:30 am-8:30 pm
Customer	8:30 am -	Power Points,	10 Hours	None
Service	8:30 pm	Manuals
Project	8:30 am-	Power Points,	10 Hours	None
Management	8:30 pm	Manuals.
Consulting	8:30 am -8:30 pm	Manuals	10 Hours	None

BAI does not charge for this training, but you must pay any travel and living expenses incurred, except for the following: one nighfs hotel stay for each day of training; breakfast and lunch at the training site for each day of training, for which BAI will pay. All training occurs in Las Vegas, Nevada.

During the operation of the franchised business, BAI will:

1. Provide you with ongoing training as BAI deems required.

2. Maintain a website with company information accessible only to Business Advisers, Incorporated through an intranet.

3. Maintain a website for public access and viewing.

4. Provide advertising through internet sites.

5. Provide you access, via the company's intranet, to the Operations Manual, which contains mandatory and suggested procedures and standards, as well as general information on the System. The manual and the information contained on the website are confidential and remains our property. BAI retains the right to modify or update this manual as it deems fit to maintain the integrity of the System or to keep up with competition. You will be responsible for compliance with all changes in policies or procedures.

BAI provides advertising materials and letterhead to you at no additional charge. Materials provided include brochures, letterhead, and business cards. You will receive fifty (50) at no charge. If you want additional copies, you must pay duplication costs. Other items such as videos, tapes, CDs, mats, posters, Banners, flyers, or other miscellaneous point-of-sale items may be provided in the future at BAI's sole discretion.

You select a business site, if any, within your exclusive area, subject to our approval. BAI permits Business Advisers to operate the franchise from their homes. No office space is required.

Franchisees typically begin operation 45 to 75 days after they sign a franchise agreement. The factors that affect this time are availability of training and placement under a Regional Manager or Area Developer.

ITEM 12 Territory

You will receive a geographic territory ("Territory") agreed upon by BAI and you that is identified on the map attached to the Franchise Agreement as an Exhibit. Territory is currently defined by the number of businesses in a given location, as quantified by the United States Census Bureau.

You shall be given the non-exclusive license to use our System and Marks in your Territory. You will not be permitted to operate your Consulting Business from a temporary or permanent site outside the Territory, unless you receive prior written approval from BAI. Furthermore, you may advertise outside of your Territory, unless you submit and receive prior written approval from BAI. However, if you are in full compliance with your Franchise Agreement and any Collateral Agreements, and you receive an inquiry from a potential customer who is located outside of your Territory, but who is not located in another Business Consultant's Territory, you may act as a Business Consultant to that customer, pending BAI's prior written approval. You must then provide us with all information we request regarding the customers that you service outside your Territory.

Your right to be free of competition from us or other Business Consultants in your Territory is dependent on your achieving and maintaining a minimum Gross Revenue. The minimum Gross Revenue you must achieve is described in Attachment II to the Franchise Agreement. If you fail to realize the minimum Gross Revenue, we have the right to: a) terminate this Agreement; or b) franchise an additional Consulting Business to operate under the Marks in the Territory for the Balance of the term of your Franchise Agreement, and any extension of this Agreement entered prior to your failure to meet the Gross Revenue.

ITEM 13 Trademarks

Articles 2 and 11 of the Franchise Agreement grants to you the right to use the Marks of BAI, and you must use such proprietary property only in the manner authorized by BAI for the operation of your Consulting Business.

BAI is currently pursuing trademarks of the name "Business Advisers, Incorporated" as well as the accompanying logo. Trademarks shall be licensed to you, subject to the limitations imposed by the Franchise Agreement, upon approval from the U.S. Trademark and Patent Office.

There is not any currently pending material litigation, pending infringement, opposition, or cancellation proceedings involving the Marks.

There is not any currently effective material determination of the Patent and Trademark Office, Trademark Trial an Appeal Board, the Trademark Administrator of any state or any court in connection with BAI's Marks.

There is not any agreement currently in effect that significantly limits BAI's rights to use or license the use to franchisees of the Marks in any manner material to you.

You must operate only as "Business Adviser" the words standing alone, or such other Marks as we may prescribe from time to time in the Manual Site. You may not add any words before or after the Marks or use the Marks with words that reflect your name, your company name, your geographic location, or any other information. You may not use the Marks as part of any Internet domain name or maintain any other website utilizing the Marks. You shall operate under, and prominently display, the names and Marks in the operation of your Franchised Business, as we may prescribe from time to time. You shall use no commercial trade name, service mark, or other commercial symbol, including associated logos, which do not satisfy our established criteria. In the event we deem it advisable, you shall file for and maintain a "certificate of trade name" in the country or other appropriate jurisdiction in which your Territory is located.

Your rights to use the Marks are derived solely from your Franchise Agreement and are limited to the operation of your Consulting Business under your Franchise Agreement and all applicable standards, specifications, and operating procedures BAI requires during the term of this Franchise Agreement. Any unauthorized use of the Marks or the Manual Site is a breach of your Franchise Agreement and an infringement of BAI's rights in and to the Marks. Your use of the Marks, System and Manual Site and any goodwill established by your use inures to BAI's exclusive benefit. The Franchise Agreement does not confer any goodwill or other interest in the Marks or System to you, other than the right to operate your Consulting Business in compliance with the Franchise Agreement. All provisions of the Franchise Agreement applicable to the Marks and System will apply to any other trademarks, service marks, commercial symbols, designs artwork, and logos that BAI adopts, uses, authorizes, and sublicenses to you to use during the Term.

From time to time, we may elect to discontinue the use of certain names and marks and to commence the use of new names and marks. You shall pay all expenses incurred in connection with discontinuing the use of existing names and marks on or within your Franchised Business, and commencing the use of new names and marks therein.

You must notify us immediately if you become aware of any infringement of, or challenge to, our rights to the Marks. You will communicate on this subject only with us and/or our attorneys. We have the sole right to take any action we deem appropriate, and we have the exclusive right to control any litigation or administrative proceeding concerning the Marks. In all events, we shall have sole discretion to take such action as we deem appropriate, including the exclusive control of any litigation or any trademark office or other necessary proceeding arising out of any such infringement, challenge or claim relating to any of the names and Marks, including but not limited to the right to compromise, settle, or

otherwise resolve the claim, and determine whether to appeal a final determination of the claim. You will execute all instruments and documents, render assistance, and do all things that, in our opinion, are necessary and advisable to protect and maintain our interests in the Marks.

ITEM 14 Patents, Copyrights and Proprietary Information

BAI does not own any rights in any patents nor has any patent application material to the Consulting Business, does it hold any copyrights.

However, the Manual Site and other material made available to you contain confidential and proprietary information including BAI's trade secrets. BAI possesses and will develop and acquire certain confidential, proprietary information, and trade secrets consisting of the following categories of information, methods, techniques, procedures, and knowledge that BAI and its Franchisees have developed (the "Confidential Information") including: (i) methods, techniques, tools, specifications, standards, policies, procedures, information, concepts, systems, and knowledge of the experience in BAI's development and operation of the Consulting Business; (ii) marketing and promotional programs for BAI; (iii) knowledge of suppliers and specifications of certain materials or software to be used in Consulting Business; and (iv) knowledge of BAI's customer lists, operating results and financial performance.

BAI will disclose to you all of the Confidential Information as required for the operation of your Consulting Business during the Initial Training, and in the Manual Site, as well as during the guidance and assistance that BAI will furnish to you during the term of this Franchise Agreement. You must disclose the Confidential Information that BAI will provide to you and the information that you learn during the operation of your Consulting Business only to the extent that is reasonable to operate your Consulting Business.

All persons and employees with access to the Manual Site or to any other Confidential Information must first sign BAI's Nondisclosure and Noninterference Agreement. Nothing contained in the Franchise Agreement will be construed to prohibit you from using the Confidential Information in the operation of your Consulting Business under your Franchise Agreement.

ITEM 15 Obligation To Participate In The Actual Operation Of The Franchise Business

You must attend and successfully complete BAI's initial training program and familiarization course to BAI's satisfaction before beginning operation as a Business Adviser. You may be required to periodically attend and successfully complete refresher training programs and seminars.

You will be the sole individual permitted to operate the franchised business, with the assistance of clerical staff only.

You must meet minimum sales quotas in your Territory for each month, beginning after the fifth month, of $1000 per month.

ITEM 16 Restrictions On What The Franchisee May Sell

You must sell or offer for sale only the products and services that meet BAI's uniform standards of quality and quantity, as BAI expressly approves for sale in the Manual Site or otherwise in writing. BAI has the unlimited right to change at any time and without your consent the products and services that you may sell offer through your Consulting Business.

You are not restricted in the customers to whom you may sell approved products or services or the prices the products are sold or services are rendered provided all sales occur at the premises and are retail sales. You may not solicit business outside your Territory through the use of an 800 number, catalog, direct mail, or other advertising method.

You must keep the Consulting Business open and in normal operation for the minimum hours and days as BAI requires in the Manuals or otherwise in writing, except as may be limited by local law or the landlord's rules and regulations. You must refrain from using or permitting the use of the Premises for any purpose or activity other than the operation of your Consulting Business, unless you obtain BAI's written consent.

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The original documents were scanned as an image. The original file can be downloaded at the link above.

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