UFOC

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


Sample UFOC

*

Services of America

■■■ting '* ■»»** n*»" n lllin MM

FRANCHISE OFFERING CIRCULAR

DNA SERVICES INTERNATIONAL, INC.

A Louisiana Corporation

1507 KALISTE SALOOM ROAD, SUITE D

LAFAYETTE, LA 70508

(337)769-1806

We are DNA SERVICES INTERNATIONAL, INC. a Louisiana corporation. We offer franchises to qualified individuals to own and operate a DNA Services franchise under the names "DNA SERVICES OF AMERICA", "DNA SERVICES INTERNATIONAL", 'DNA SERVICES" and "DNASOA". Our franchisees offer highest quality DNA identification, paternity, and forensics testing to the public under the Service Marks (the "Method of Operation").

The Initial Franchisee Fee for an urban office territory is $15,000 plus 10 per person of population over 500,000 in the franchise territory. The Initial Franchise Fee for a rural mobile territory is $7,500. Your total initial franchise investment will range from $40,175 to $103.600 for an Urban /ranchise_an_d_ from_ $26.125 to J578J00 _fpr a_ Rural .Mobile _fra_nchise._ The jnitjal investment_ estimate is only approximate and initial fees are more fully described in Items 5, 6 and 7 of this Offering Circular.

. - - ■{ Deleted: Office

RISK FACTORS:

THE FRANCHISE AGREEMENT PERMITS THE FRANCHISEE TO SUE ONLY IN LOUISIANA. OUT OF STATE LITIGATION MAY FORCE YOU TO ACCEPT A LESS FAVORABLE SETTLEMENT. IT MAY ALSO COST MORE TO SUE WITH US IN LOUISIANA THAN IN YOUR HOME STATE.

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

WE HAVE BEEN IN EXISTENCE FOR A SHORT PERIOD OF TIME, SINCE SEPTEMBER 22. 2005. THEREFORE, THERE IS ONLY A BRIEF OPERATING HISTORY TO ASSIST YOU IN JUDGING WHETHER OR NOT TO MAKE THIS INVESTMENT.

YOU WILL BE REQUIRED TO MAKE AN ESTIMATED INITIAL INVESTMENT RANGING FROM $36,150 TO $98,400. THIS AMOUNT EXCEEDS OUR STOCKHOLDERS EQUITY AS OF AUGUST 31. 2006. WHICH IS $______I.

ALL INTERNET MARKETING IS PART OF OUR MARKETING PROGRAMS DESCRIBED IN THE OPERATIONS MANUAL AND DEFINED IN THE FRANCHISE AGREEMENT, AND MUST BE COORDINATED THROUGH US AND APPROVED BY US. YOU MAY NOT MARKET INDEPENDENTLY ON THE INTERNET OR ACQUIRE AN INDEPENDENT INTERNET DOMAIN NAME OR WEB SITE.

Comment [RDS1]: Insert once we receive audited financial statements.

EVEN THOUGH THE FRANCHISE AGREEMENT PROVIDES THAT "HOME STATE" LAW APPLIES, LOCAL LAW MAY SUPERSEDE IT IN YOUR STATE. PLEASE REFER TO ANY STATE-SPECIFIC ADDENDUM THAT MAY BE ATTACHED TO THE OFFERING CIRCULAR FOR DETAILS.

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THERE MAY BE OTHER RISKS CONCERNING THE FRANCHISE.

The relevant state authorities and our agents to receive services of process are listed in Exhibit D.

Information comparing franchisers is available. Call the state administrators, listed in Exhibit D, 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 that anything in the offering circular is untrue, contact the Federal Trade Commission and Your State or Provincial authority.

This offering circular is effective:

1.           Federal Trade Commission (and All States not Requiring Registration): December 4. 2006

2.           States Requiring Registration Approval Date (not approved if blank):

California:

Florida:

Hawaii:

Illinois:

Indiana:

Kentucky:

Maryland:

Michigan:

Minnesota:

Nebraska:

New York:

North Dakota:

Rhode Island:

South Dakota:

Texas:

Utah:

Virginia:

Washington:

Wisconsin:

December 2, 2005

November 23, 2005 November 7, 2005 November 7,2005

November 7, 2005 November 8, 2005

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TABLE OF CONTENTS

ITEM

1.           THE FRANCHISOR, ITS PREDECESSORS AND AFFILIATES

2.           BUSINESS EXPERIENCE

3.           LITIGATION

4.           BANKRUPTCY

5.           INITIAL FRANCHISE FEE

6.           OTHER FEES

7.           INITIAL INVESTMENT

8.           RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES

9.           FRANCHISEE'S OBLIGATION

10.         FINANCING

11.         FRANCHISOR'S OBLIGATIONS

12.         TERRITORY

13.         TRADEMARKS

14.         PATENTS, COPYRIGHTS AND PROPRIETARY

15.         OBLIGATION OF THE FRANCHISEE TO PARTICIPATE IN THE ACTUAL OPERATION OF THE FRANCHISE BUSINESS

16.         RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL

17.         RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION

18.         PUBLIC FIGURES

19.         EARNINGS CLAIMS

20.         LIST OF OUTLETS

21.         FINANCIAL STATEMENTS

22.         CONTRACTS

23.         RECEIPTS

EXHIBITS

A.      Financial Statements

B.      [Intentionally Left Blank]

C.      Sample Franchise Agreement

D.      List of State Agents for Service of Process and State Administrators

E.      Conditional Assignment of Phone Number

F.      Abandonment, Relinquishment, and Termination of Assumed Business

Name

G.      State Law Addendum

H. Acknowledgment of Receipt of Franchise Agreement by Prospective

Franchisee I. Acknowledgments of Receipt of Offering Circular by Prospective Franchisee

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1.

THE FRANCHISOR, ITS PREDECESSORS AND

AFFILIATES

We are DNA SERVICES INTERNATIONAL, INC. We are a Louisiana corporation that was formed on September 22, 2005. We do business under the names "DNA SERVICES OF AMERICA", 'DNA SERVICES INTERNATIONAL", "DNA SERVICES"and "DNASOA". We do not intend to do business under any other names. DNA SERVICES INTERNATIONAL, INC. is called "Us" or "We" in this Uniform Franchise Offering Circular. In this Uniform Franchise Offering Circular, "You" means the purchaser of a DNA SERVICES franchise, and includes owners or partners of a corporation, partnership or other legal entity that purchases a franchise.

We license our franchisees in specified territories to own and operate a DNA SERVICES franchise under the names "DNA SERVICES OF AMERICA", "DNA SERVICES INTERNATIONAL", "DNA $e?WCES"and "DNASOA." We authorize our franchisees to operate, promote and advertise businesses that offer highest quality DNA identification, paternity, and forensics testing to the public and to use our Method of Operation and Service Marks in the process.

Our affiliate DNA Services Of America, Inc. is a Louisiana corporation that was formed in April 2004. Its principal places of business are 108 Cove Circle, Lafayette, Louisiana 70508 and 1507 Kaliste Saloom Road, Suite D, Lafayette, LA 70508. Since its inception, DNA Services of America has provided DNA testing information, national sales support, and orientation to its affiliate offices. It has operated a business that is similar to the franchised business being offered since May 2004.

We retain the right to own or operate DNA SERVICES offices and franchises. Our majority owner operates a DNA SERVICES business as explained in Item 2. We do not have any predecessors.

Our principal place of business is 1507 Kaliste Saloom Road, Suite D, Lafayette, LA 70508. Our registered agents for service of process are listed in Exhibit D.

The general market for DNA testing is developing. Your potential customers will include individuals seeking DNA identification testing and DNA forensics testing, including paternity testing, DNA banking, DNA safeguarding, semen detection and infidelity testing. Noting that the primary income-generator for affiliate branches has been paternity tests, demographics such as unwed birth rates, income levels and education levels should be considered for site selection and marketing.

The principal sources of direct competition for DNA SERVICES franchises are genetic laboratories that often market their services through telephone book advertising and hospital referral systems.

The American Association of Blood Banks regulates the laboratories with which we have ongoing | relationships, but not the franchised DNA SERVICES Service Centers,. You must comply wjth_aj!_ _ _ - -[ Deleted: collection sites laws, rules and regulations regarding privacy of non-public personal information. There are no other regulations that are specific or unique to our industry or your franchise operations.

Although paternity testing comprises the large majority of DNA Services' composition, the list of services extends far beyond the field of paternity and can be offered to a wide variety of clientele.

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For each service offered, focus is on the highest standards of quality in the collection process, accurate test results, strict confidentiality, and competitive pricing in each of the following services:

DNA Paternity Testing

Legally Admissible Test: This paternity test involves the collection of DNA samples under strict "chain of custody" collection methods to enable clients to resolve paternity-related issues in a court of law. These chain of custody methods, which you must follow, are outlined in the Operations Manual. The test provides the court-required proof that the samples were collected from the parties involved in the legal dispute. After collecting the DNA samples, the specimens are packaged and shipped to the genetics laboratory for testing. The results are then reported to the client with the understanding that they are legally admissible and can be used in cases of child custody, child support, immigration and heirship.

Peace of Mind Test: This paternity test also involves the collection of DNA samples by DNA Services' trained collectors. The results are not legally admissible, but are tested in the same manner and will provide clients with the answers to their paternity questions.

Home Test: This paternity test enables an independent third party to collect the DNA samples at a time and place of the client's choosing, including the privacy of the client's home. Clients are provided with a "home kit" and instructions on how to properly collect the samples. After collecting the samples privately, the client ships the kit directly to the contracted laboratory. The results are reported by the laboratory to DNA Services which in turn shares them with the client. The results are not legally admissible, but are tested in the same manner and will provide clients with the answers to their paternity questions.

DNA Identification Testing

DNA Safeguarding: After collecting a sample of a donor's DNA, DNA Services will forward the sample to be stored in a secure climate-controlled vault where it can be profiled should the need arise. These samples are maintained and can be tested for five years after collection.

DNA Banking: After collecting a sample of a donor's DNA, DNA Services will forward the sample to a genetics laboratory which can create a DNA profile to be provided to the donor. In addition, the DNA sample will also be stored in a secure climate-controlled vault along with the profile and is readily accessible should a need arise. These samples are ' maintained for five years after collection.

DNA Forensics Testing

Semen Detection: Clients may submit articles of clothing or materials thought to contain semen. These articles are then submitted to the genetics laboratory to be tested to determine whether semen and sperm are present, and help provide clients peace of mind with questions about fidelity of their relationships. Should these materials test positive for the presence of seminal fluid and enough sperm is present to obtain a DNA profile, an infidelity test can then be performed to compare the acquired DNA profile with a DNA profile obtained from a reference/suspect sample.

Infidelity Test: An infidelity test obtains a DNA profile from the sperm found in the previous semen detection test and compares it to a reference/suspect sample. The reference sample can belong to the suspected party and/or whoever is requesting the test.

| In the United States, the private DNA testing industry has revolved around five prominent genetics laboratories which have primarily focused their national marketing efforts on DNA

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paternity testing. Moreover, until the arrival of DNA Services of America, the marketing of | DNA testing services has been very limited. In large part, the only marketing conducted has been two-fold:

(1)         Placing listings in local phonebooks with a toll free number. Anyone interested in receiving such services would call the toll-free number and either reach a call center or interact with an automated phone system and eventually a sales person in a remote location who would then attempt to schedule the collection locally; and

(2)         Using national mail campaigns to referral sources such as hospitals, attorneys, doctors, and some court systems.

I As ,very few of the laboratories have local offices, they have relied upon pre-existing companies which have been performing collections in other fields to create a nationwide collection site network. These collection sites are usually provided a flat fee for each collection, generally equating to approximately $20 for each person from whom DNA is collected. In light of the collection sites being heavily involved in other endeavors, such as conducting pre-insurance physicals and drug screens, they have little opportunity to market DNA testing locally. Moreover, under the fee structure, there is little monetary incentive for the collection sites to actively seek out or market additional clients. As a result, no relationship exists between the local collection sites and the most frequent referral sources. With no local relationship existing, there is little incentive for local referral sources to favor one particular collection site over another. In short, none of the laboratories have the leverage within a local community that a local business would have.

We began to offer franchises in 2005. Prior to this, neither we nor our affiliates have ever offered franchises in this or any other lines of business. We are not involved in any other business activities.

Our majority shareholder and President, Jeffrey A. Martin, has personally operated businesses | involving sample collections, including blood for laboratory testing, urine and hair for drug testing, and buccal swabs for DNA testing since 1996. Prior to that time, he operated as an independent contractor performing these same tasks since 1992. He opened the Lafayette affiliate Service Center of DNA Services of America in May of 2004.

This Offering Circular contains a summary of some material provisions of the Franchise Agreement. However, the Franchise Agreement itself expresses and governs the actual legal relationship between you and us. We are willing to negotiate the terms of the Franchise Agreements with our existing franchisees, existing business locations, our employees and multiple franchise purchasers.

2. BUSINESS EXPERIENCE

The following are the occupational histories for at least the last five years of our officers, directors, franchise sales agents and persons having management responsibility in connection with our franchise operations:

| Chairman. Chief Executive Officer. President, and Franchisee Training: JEFFREY A. MARTIN

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Mr. Martin has been our CEO and President since our inception on September 22, 2005. He also serves as CEO and President of our affiliate, DNA Services of America, Inc. since its inception on April 15, 2004. From 2000 to April 2004, Mr. Martin served as President of Jeffrey A, Martin Enterprises, Inc. in Lafayette, Louisiana providing paramedical insurance examinations, laboratory services, health screenings and medical staffing.

| Chief Financial Officer and Member of Board of Directors: ARTHUR S. PAINE. II. C.P.A.

Mr. Paine has been our CFO since our inception. He has been self-employed as a certified public accountant in Baton Rouge, Louisiana since 1972.

j Chief Operating Officer. Member of Board of Directors. Franchise Marketinp. and Franchisee Training: TERRI L. STOMATT

Ms. Stromatt has been our Chief Operating Officer since our inception. She has also served as Chief Operating Officer for our affiliate DNA Services of America, Inc. since May 2005. From 1999 to March 2005 she was Director of Business Development for Identigene, Inc in Houston, Texas.

Additional Members of our Board of Directors:

KATJlERlNEJ?.MART!N

Ms. Martin has served on our Board of Directors since December 2006. She has served as President and attorney for Katherine P. Martin, APLC in Lafayette. Louisiana since November 2001. She was an attorney with McManus & Martin, APLC in Lafayette, Louisiana from June 1999 to November 2001.

LISA WHITE. PHD

Ms. White has served on our Board of Directors since December 2006. She has served as Director and Assistant Professor for the Baylor College of Medicine in Houston, Texas since September 2001. From May 1998 to September 2001, Ms. White served as Laboratory. Director for Identigene. Inc, in Houston, Texas.

GLEN HARTWIG

Mr.Hartwig has served on our Board of Directors since December 2006. He has served as Chief Financial Officer for TCB in Houston, Texas since May 2004. From May 2001 to September 2003, Mr. Hartwig served as Chief Financial Officer for Timec in Carson, California.

GARY WILKERSON

Mr. Wilkerson has served on our Board of Directors since December 2006. Since August 2003, he has served as President of Kergan Bros., Inc. in Lafayette. Louisiana. Mr. Wilkerson.seryed as President_gf^

SALLY ANN ROCKHOLD MARTIN

Ms. Martin has served on our Board of Directors since December 2006. She has served, as Director of Education/Support/Field Services for the Louisiana State School for the.Deaf in Louisiana since 1989.

| RAQUEL MANDEL

Ms. Mandel has served on our Board of Directors since December 2006. She has served as our Regional, Manager in Fort Lauderdale, Florida since, February 2006. From February 2005 to January 2006. Ms. Mandel served as a paralegal for Alan Cohn & Anqeia Cohn. P.A. in Pines.

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Florida. She served as a paralegal for Brown & Associates, P.A. in Fort Lauderdale, Florida from January 2001 to Febraury 2005. From September 1999 to December 2001. Ms. Mandel served as a paralegal for Marks & Fleischer, P.A. in Fort Lauderdale, Florida.

Director of Franchise Development: STEPHEN R. SHENBERGER

Mr. Shenberger has served as our Director of Franchise Development since February 2006. He served as Manager of Franchise Development with Pro Forma in Cleveland, Ohio from May 2004 to January 2006. He was an independent business consultant in Canton, Ohio from September 2002 to May 2004. From September 2001 to September 2002, Mr. Shenberger served as Regional Account Manager for Gintzler Graphics in Buffalo, New York. He was Business Development Manager with Kennedy Group in Willoughby, Ohio from January 2001 to August 2001.

Director of Franchise Support and Community Relations Manager: CINDY T. HUVAL

Ms. Huval has served as our Director,of Franchise Support and Community Relations Manager in Lafayette. Louisiana since August 2006. She served in the following positions with the Louisiana Procurement Technical Assistance,, Center Procurement Counselor (from October 2004 to July 2006 in Lafayette. Louisiana); Statewide Marketing and Training Coordinator (from August 2002 to September J0M New Orleans" Louisiana).

Independent Franchise Sales Agents:

RICK FOSTER

Mr. Foster has served as an independent franchise sales agent for us in Houston. Texas since September 2006. He has served as a Private Investigator with CSI in Houston, Texas since June ,1,989. From August 2005 to August 2006, Mr. Foster served as Account Manager at Identiqene in Houston. Texas. He served as a Tax Consultant with Bob Leonard Interests in Houston,JTexas from July 2002 to July 20p5.,,He owned Foster's Bar-B-Que in Buda, Texas from August 1989 to September 2001.

3. LITIGATION

Florida Department of Agriculture & Consumer Services, Case Number 0509-28718. September 17,2005.

Our affiliate DNA Services of America, Inc. was cited for failure to comply with the filing requirements of Florida's Business Opportunities Act. It paid a $2,000 fine and submitted the required exemption filing with the Florida Department of Agriculture & Consumer Services under the Business Opportunity law.

Other than the case described above, no litigation is required to be disclosed in this Offering Circular.

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4. BANKRUPTCY

On November 2001, Stephen R. Shenberger (see Item 2 above) and Sara K. Shenberger filed a Chapter 7 personal bankruptcy in the Bankruptcy Court for the Northern District of Ohio (Case No. 165078). A discharge was granted in March 2002. Mr. Shenberger is one of our franchise sales agents. He does not have equity or ownership interest in us or our affiliate, and he is not one of our officers.

Other than this one action, no person or corporation previously identified in Items 1 and 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.

5. INITIAL FRANCHISE FEE

The Initial Franchisee Fee for an urban office territory is $15,000,pjus 1jt per person of pop_uJation_ _ _ _ {Deleted: 12,500

over 500,000 in the franchise territory. The Initial Franchise Fee for a rural mobile territory is

$7.500, for a .territory of up to 500,000 persons of population. You must pay. the .Initial Franchise _ - [Deleted: 6,250

Fee to us in cash, certified check or wire transfer. You pay half of the Initial Franchise Fee at the

time the Franchise Agreement is executed, unless otherwise specified in State Addenda to this

offering circular. The balance must be paid upon scheduling your initial training session.

The Initial Franchise Fee is non-refundable unless you fail to successfully complete the training program described in Item 11, below, or fail to open the franchise within the time limits expressed in the Franchise Agreement and Item 11, below. If you fail to successfully complete the training program, we may terminate the Franchise Agreement and refund to you the Initial Franchise Fee. If you fail to open your franchise within the required time frames, we may terminate the Franchise Agreement and refund to you not less than one-half of the Initial Franchise Fee.

In consideration of the Initial Franchise Fee, we will deliver to you prior to the time you open your franchise for business the following "Business In a Box." This includes all of the literature necessary to begin marketing immediately, including pre-printed materials featuring your office location and contact information. More specifically, the materials include:

a)      1000 personalized business cards featuring your name and physical location;

b)      1000 generic business cards featuring your location, contact information and services

provided;

c)      1000 personalized envelopes;

d)      1000 pieces of stationary with personalized letterhead;

e)      1000 flyers explaining the paternity services offered;

f)       1000 flyers explaining the safeguarding services offered;

g)      1000 3-fold brochures explaining all of the services offered; h)      1000 3-fold brochures explaining forensic services offered; i)       900 mailing labels for informational packets;

j) 500 personalized Rolodex cards;

k) 500 customized thank you notes and envelopes;

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I)       300 personalized Bic clip pens;

m)     100 customized pocket folders;

n)      100 customized letter openers;

o)     2 personalized rubber stamps to identify the office for the genetics laboratory;

p)      1 shirt embroidered with the DNA Services of America logo;

q)      1 pack of tamper evident tape;

r)      1 fingerprint pad; and

s)      1 projection banner display

We have in the past, and may in the future, offer franchises at a reduced rate to prospective franchisees who in our opinion possess the knowledge and experience to conduct business with minimal assistance from us or who are purchasing multiple franchises.

The Initial Franchise Fee is paid in consideration of our sales expenses, administrative overhead, return on investment, and start-up costs related to the execution of this Agreement and the opening of the Franchise and for our lost or deferred opportunity to sell franchises in the Franchise Territory to others.

6. OTHER FEES

Our recurring and isolated fees under the Franchise Agreement, at their current rates, include*:

Name of Fee

Amount

Date Due

Remarks

DMA Test Payment from V<tu to Us

Portion of each DNA test according to then current rates. Our current rates are outlined below.

UDon^hippino. case to

You or your clients make .

laboratory

payments to us at our established prices for each DNA test you order. See Note 1 below.

Local Advertising Contribution/Advertising Cooperative Fee

1MYear:4%ofvour

You are to spend these amounts on advertising in your territory each month.

Your costs for yellow page advertising (described below) will be credited toward this Local Advertising Contribution obligation. See Note 2 below.

Gross Monthly Revenue with $500 minimum

2nd Year and thereafter

2% of your Gross Monthly Revenue with $250 minimum

Additional Training

Currently up to $500 per day plus expenses with a maximum of $2,500

Prior to starting training

Vellow Page Advertising

$100 to $1,500 per month.

As Incurred

As part of your Local Advertising Contribution obligation, we require you to purchase and maintain /ellow page

advertisements. See Note 3 below.

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Name of Fee

Amount

Date Due

Remarks

Step-in Right Costs

As Incurred

You must reimburse us For our out of pocket expenses and costs we ncur if we step-in to operate your franchise aursuant to the step-in rights provisions of the Franchise Agreement.

Transfer

$1,500

Prior to Transfer

Paid when you sell your franchise. This fee will reimburse us for reasonable legal, accounting, training, and nvestigation expenses that result from the transfer.

Audit Costs

$0 to $5,000

As incurred

Incurred if you fail to report Gross Revenue or

understate by more than 2 percent. See Note 4 Delow.

Required Modifications

$0 to $5,000 per year.

As incurred

$20,000 cap during the term of the Franchise Agreement. See Note 5 below.

Renewal

None

'All fees are imposed by and payable to us. The Local Advertising Assessment and yellow page advertising are not fees and are not paid to us. All fees are non-refundable.

Note 1 - DNA Test Retail Price and Payments. You must order all DNA tests from us as outlined in the Operations Manual. You or your clients make payments to us at our established prices for

each DNA test you order. Payment is madefy electronic funds Jransfer thj:ou^h^pjJX.j?X.opi^ta^,^ .. secure, web-based operating system called DNA DataLink or by other means ,as outlined jn_ the__ Operations Manual. Our current suggested retail prices, the payments that you must make to us and the amounts that you retain (based on our suggested retail prices) are as follows. They may be modified at any time through our Operations Manual:

- -'( Deleted: by credit card or ------j Deleted: through our website

| Family Relationship Services

Franchisee Cost

Retail Price

Franchisee Profit

Case/Bonus

Elidible

Leaallv Kdmissibie Paternity Test

$210.00

$450.00

$240.00

YES

Peace d>f Mind Paternity Test

210.00

$375.00

$165.00

YES

Home RatemitvTest

$210.00

$295.00

$85.00

YES

Grand paternity Test

$440.00

$750.00

$310,00

YES

Twin Z\Jqosity Test

$210.00

$395.00

$185.00

YES

SiblinosjhiD Studies

$470.00

$750.00

$280.00

YES

Family Reconstruction Studies-(Up to 5 individuals tested) I

$650.00

$1,500.00

$850.00

YES

Additional Samples Each

$200.00

$350.00

$150.00

NO

Y-Chrorlnosome Test-fUD to 2 individuals tested)

$210.00

$450.00

$240.00

YES

Additional Samples Each

$80.00

$125.00

$45.00

NO

Individual DNA Type

$95.00

$150.00

$55.00

NO

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DNA SJfefluardj.rJS.-5-years

$20,00

160,00

$40.00

NO

DNA Bi rjkinfl.-.15_years

$65.00

$95,00

$30.00

NO

Delectit n Services-(verification of the presence of DNA - use other than for Infidelity Testing)

Semen Detection-(detects protein found in semen)

$125.00

$225.00

$100.00

NO

Adc I'l semen detection

$60.00

$95.00

$35.00

Blood

Detection

lljaOO,

$195,00

15J^Q_

NO

NO

Infidelity Testing Services

DNA Pi tection (verifies presence of male and female

cells)

DNA Pi ferential Extraction (to separate male and

$175.00

$250.00

$75.00

female

ells)

$325.00

$450.00

$125.00

NO

NO

DNA Comparison with buccal reference.sample

_|20O00_

$300,00

Hoodoo,

YES

ADD Ol i SERVICES FOR PATERNITY AND OTHER

DNA ID ENTIFICATION SERVICES

Additional Paternity Samples

$80.00

$125.00

$45.00

NO

Viability

Study

Bone Sample

$230.00 $1,000.00

$350.00

$120.00

$1.500.00

$500.00

NO

NO

STAT (Next Business Day)

$575.00

$950.00

375.00

NO

Forens c.QNA Testing Services-f Includes criminal.

civil an J private investigations, as well as criminal

paternity.

Evidenqe Sample

_$480J)p_

$800.00

$320,00

YES

Referer

ce Sample

$480.00

$800.00

$320.00

Bone Sample

$1.000.00

$1.500.00

$500.00

YES

NO

.Mitochqndria!...D.NA (price per sample)

using

wab Reference Sample

$2.250.00

$2.500.00

$250.00

NO

using Evidence Sample-fBone. hair, tooth)

$2.750.00

$3.000.00

$250.00

NO

Y-ChroAiosome Test-fUpto 2 individuals tested)

$750.00

$995.00

$245.00

YES

Evidenqe Screeninc

Detection Services-foresence of DNA material found in irBtood)                                             __________

$110.00

$150.00

40.00

NO

Semeh Detection-f detects protein found in semen)

$150.00

$250.00

$100.00

NO

Addl'l semen detection

$75.00

Moaoo

.Bloodj Detection

J25jX)_

$140.00

$13.5,00

$55.00

NO

NO

Rape kit-fvictim, suspect and evidence)

$1.275.00

$1.750.00

$475.00

ADD OH SERVICES FOR FORENSIC DNA TESTING-(to be added to base price above!________________

STAT fdr Detection Services (Next Business Day)

$600.00

$850.00

$250.00

NO

STAT fdr Detection Services I3_ Business_Days)

$175.00

250.00

$75.00

NO

other: SERVICES

DNA Witness 2,5

$1,250.00

$1,50000

$250.00

NO

Expert testimonv*(Plus expenses)

Evidende Analvsis'*(Per hour price)

$1,450.00

$1.500.00

$50.00

NO

$250.00

$300.00

$50.00

NO

Case Cbnsultation**(Per hour price)

Depositton'*(Per hour price

$250.00

$300.00

$250.00

$300.00

$50.00

$50.00

NO

NO

14 - DNA SERVICES INTERNATIONAL Uniform Franchise Offering Circular

200«D«c*mber19UFOC


ExDress| Courier (U.S and International)- (Prices quotedldurinq consultation only)

NO

I Veterinary DNA Services

Franchisee Cost

Retail Price

Franchisee Profit

Case/Bonus Eliqible

CANINE

DNA Prbfilina - Per Sample

$35

$40

$5

NO

Parenta|qe Evaluation - Per Sample -16 Markers

$36

$42

$6

NO

Parentage Evaluation - Per Sample - 29 Markers

$65

$75

$10

NO

Parentage Usinq Existinq Profile - Per Sample

$10

$11

$1

NO

CystinuHa

$64

$72

$8

NO

Phosphbfructokinase Deficiency (PFK)

$64

$72

$8

NO

Pyruvate Kinase Deficiency (PK)

$64

$72

$8

NO

Copper|Toxicosis (CT)

$46

$53

$7

NO

Canine |Coat Color Testinq

$71

$80

$9

NO

DNA "Fluff' Test for Coat Lenath

$53

$59

$6

NO

|

EQUINE

HvDerkilemic Peridoc Paralysis (HYPP)

$44

$49

$5

NO

|

FELINE!

DNA Prbfilina - Per Sample

$35

$40

$_5

NO

Parentage Evaluation - Per Sample

$36

$42

$6

NO

I

AVIAN DNA SEXING

Blood Sjamples

$18

$21

$3

NO

Feather] Samples

$22

$24

$2

NO

I

DNA Stbraae

$32

$36

$4

NO

Blood Slample DNA Extraction and Bankinq

$46

$51

$5

NO

3 The amounts you pay to us cover all payments made by us to the genetic laboratory for fees and cover our administrative costs associated with the actual DNA testing.

A "case" is a genetic test performed for comparative analysis and without additional tested parties or additional services performed. A case is defined as any service submitted to our lab with the exception of the following individual services: additional tested parties, individual semen detections, individual blood detections, individual profiles, individual DNA Safeguarding,

individual DNA Banking and any Veterinary DNA testinq services.

We list all services that are considered cases and all services that are not considered cases in the Operations Manual. As an example, we would consider a paternity test a "case" if it included one mother, one alleged father and one child. If, however, we add an additional child or an additional alleged father, we would only consider this as one case and would charge the franchisee for an additional tested party.

In our bonus system we will pay you a bonus based upon the number of "bonus eligible cases" you submit in a given month. We will not pay you a bonus for any other services performed. Each service that we consider to be termed as a bonus eligible case (regardless of the type of case: paternity or forensic DNA) will be totaled each month and will enjoy bonus payments to you as follows:

15 - DNA SERVICES INTERNATIONAL Uniform Franchise Offering Circular

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Cases

Bonus Payment for All Cases Submitted

15 to 29                                                                    2%

30 to 44                                                                   4%

45 to 59                                                                    6%

60 to 74                                                                  8%

75 and above                                                           10%

Examples:

If you submit 14 bonus eligible cases in a given month, you will pay us our standard fees on ALL cases and will NOT receive a bonus because you submitted fewer than 15 bonus eligible cases.

If you submit 21 bonus eligible cases in a given month, you will pay us our standard fees on ALL cases submitted that month, and we will pay you 2% of the total standard fees you paid to us for the bonus eligible cases, in the form of a bonus payment.

If you submit 56 bonus eligible cases in a given month, you will pay to us our standard fees on ALL cases submitted that month, and we will pay you 6% of the total standard fees you paid to us for the bonus eligible cases, in the form of a bonus payment.

And finally, if you submit 88 bonus eligible cases in a given month, you will pay us our standard fees on ALL cases submitted that month, and we will pay you 10% of the total standard fees you paid to us for the bonus eligible cases, in the form of a bonus payment.

We may modify the Suggested Retail Price, the Amount you Pay to Us and the Bonus Payment to you at any time upon not less than 30 days prior written notice. Both the Suggested Retail Price and the Bonus Payment to you will be uniform for all franchisees.

We will make these payments by the fifteenth day of each month based upon purchases made during the preceding month as described from time to time in the Operations Manual described in Section 11, below.

Note 2 - Local and Co-operative,Advertising. If at any meeting of the franchisees in an advertising region, 65% of the franchisees vote to contribute to a regional advertising program, all franchisees within that region will be obligated to make a contribution to a regional advertising fund in the amount established by the vote (the "Regional Advertising Fund"). No advertising region may require any franchisee in that region to make a contribution to a Regional Advertising Fund in excess of 4% of that franchisee's Gross Revenue during the first year of operation of the franchise, or in excess of 2% of that franchisee's Gross Revenue after the first year of operation. "Gross Revenue" means the total Revenue for any calendar period. These amounts will be credited towards your Local Advertising Contribution obligation which is the greater of 4% of your Gross Revenue or $500 per month during your first year of operation and the greater of 2% of your Gross Revenue or $250 per month after your first year of operation.

"Revenue" means all receipts generated by your franchise from any source, including, but not limited to, sales, exchanges, services, labor, service charges, service contracts, etc., and excludes discounts, refunds, and sales taxes. Credit transactions will be included in Revenue as of the date of the transaction without deduction for uncollected credit accounts.

Note 3 - Yellow Page Advertising. As part of your obligation to place advertising in your market area each month, you will purchase and maintain advertisements, advertising your franchise, in the yellow page telephone directories that service some or all of the Franchise Territory. The

16 - DNA SERVICES INTERNATIONAL Uniform Franchise Offering Circular

Z00C Dtcambtr It UFOC


yellow page advertising must have lead designation and must comply with other form and content specifications in our Operations Manual. Depending on your location and the form and content specification in our Operations Manual, these costs range from $100 to $1,500 per month. This advertisement will be in the form and have the content specified from time to time in the Operations Manual.

Reports. You will furnish to us, as outlined in the Operations Manual, an itemized report of your business activities for the preceding month. The report must be in the form we designate. We may require you to prove that you have paid the required local advertising expenditures.

DNA DataLink is our proprietary, secure web based operating system. There are no addition computer requirements necessary to run the system, other than an internet connection (highspeed is recommended). The system is required of all franchisees. All fees for DNA testing services must be paid, via DNA DataLink with your payment drawn from your business bank accounts daily via ACH withdrawals. Each franchisee must complete an ACH authorization form, from our bank,, in order to use the DNADataLink system. Aii bonuses paid to, you are based on volume from"Bonus Eligible Cases". Bonuses are calculated on the first business day of each month from the preceding month's volume. You will,be remunerated for all bonuses in the form of a credit, which will offset fees for testing, services, until the testing, services fees exceed the .credit amount from the previous month's volume calculations. The entire process is generated automatically each month via.. . You will be able to generate a report each month to reconcile your balances and to ensure that your,'business bank account has been properiy credited and,debited.

Note 4 - Audits. You must periodically submit to us your sales reports, quarterly and annual financial statements, and tax returns. We may audit your books, business records, sales reports, financial statements, and tax returns at any time. The audits will be conducted at our expense, unless you understate by more than 2 percent the Gross Revenue for any reported period or periods. Your failure to report Gross Revenue for any period will be deemed a willful understatement by more than 2 percent, tn the event of a willful understatement, you must reimburse us for audit costs including the charges of any independent accountant and the travel expenses, room, board, and compensation of our employees incurred in connection with the audit.

Note 5 - Cost of Required Modifications. You will comply within a time we deem reasonable with any requirement we impose to modify the building or fixture layout, furnishings, fixtures, equipment, decorations, and decor. In any calendar year, such modifications will not result in direct out-of-pocket costs to you of more than $5,000, with a total maximum cap of not more than $20,000 over the term of the Franchise Agreement.

7. INITIAL INVESTMENT

The following Table outlines the estimated initial investment to establish a DNA SERWCES Franchise:

lEXPENDITURE lURBAN OFFICElRURAL MOBILE IPAYMENT METHOD [WHEN DUE TO WHOM

17 - DNA SERVICES INTERNATIONAL Uniform Franchise Offering Circular

20MD*c«nl»r1«UFOC

71


EXPENDITURE

URBAN OFFICE

RURAL MOBILE

PAYMENT METHOD

WHEN DUE

TO WHOM

Initial Franchise Fee1

$15,000, to $35.00Q.(uDto

$7.500,(110 to 500,000

Cash......____

Half upon____

execution of

~--i

Deleted: 12.500 Deleted: 6,250 Deleted: 32.500

I I I

2.5 million residents in

territory)

residents in territory)

Franchise Agreement, balance when training scheduled

-i

Travel, Lodging and Meals for Training

$1,000 to $2,500

$1,000 to $2,500

As Incurred

During Training

Suppliers

Site Lease2-3

months

$1,200 to $3,000

$0 to $3,000

As Incurred

Prior to Opening

Landlord

Business Licenses

$200 to $300

$200 to $300

As Incurred

Prior to Openinq

Local and Regional Gov't Aqencies

Utility Deposits

$500 to $600

$0 to $600

As Incurred

As Incurred

Suppliers

Furnishings

$1,500 to $2,500

$0 to $2,500

As Incurred

Prior to Openinq

Suppliers

Fixtures

$1,000 to $2,000

$0 to $2,000

As Incurred

Prior to Openinq

Suppliers

Signage

$250 to $1,000

$p to $1,000

As Incurred

Drior to

Suppliers _ - -i Deleted: 750

I

Openinq

W

Deleted: 750

I

Equipment

$2,000 to $3,500

$0 to $3,500

As Incurred

Prior to Openinq

Suppliers l

Inventory

$500 to $600

$500 to $600

As Incurred

3rior to Opening

Approved Suppliers

Employees3

$0 to $10,000

$0 to $10,000

As Incurred

Drior to Opening

Employees, Taxes and Benefit

Suppliers

Telephone Service and Utilities

$500 to $600

$500 to $600

As Incurred

3rior to Opening

Utilities and

Suppliers

Mobile Testing4

$0 to $500

$500 to $2,500

As Incurred

As Incurred

Suppliers

Insurance5

$2,025,10 $7,000/year

$.1,425 to

As Incurred

3rior to

Insurers , - -{

Deleted: 3,000 Deleted: 3.000

I I

$7,000/year

Openinq

Advertising - 3

months6

$4,500

$4,500

As Incurred

As Incurred

Suppliers l

Additional Funds - 3 Months7

$10,000 to $30,000

$10,000 to

$30,000

As Incurred

As Incurred

Employees, Suppliers, Utilities, etc.

tot/

L

$?MU75,tO

$2&12t0

_______--(

Deleted: 39 Deleted: ,150

I )

.103,600

$78,1 oa

to ■ M

*-> 1

2.

NOTES

Initial Franchise Fee, The Initial Franchise Fee for a rural mobile territory is $6,250. The Initial Franchisee Fee for an urban office territory is $12,500 plus 10 per person of population over 500,000 in the franchise territory.

Site Lease. You must lease appropriate space if you do not own adequate space. The location should have approximately 300 to 1,000 square feet. It must be centrally located between medical and legal communities and easily accessible by public transportation and on a street easily recognized by the public.

Deleted: 2

Deleted: 7

Deleted: 200

Deleted: 101,400 Deleted: 76,850

18 - DNA SERVICES INTERNATIONAL Uniform Franchise Offering Circular

200t D*eemb«r 1 > UFOC


3.           Employees. The franchise is designed to be. operated,_by. one person Jor the first 3 ., - -| Deleted: as a orw-months. You will bring on additional employees as income allows and as your, client ~ - - -fTTlld'. ' ..""

volume increases. You will hire and maintain sufficient staff in order to handle customer           L-^-------opera on

volume at all times.

4.           Mobile Testing. You will need access to a reliable automobile or public transportation in order to conduct mobile testing.

5.           Insurance. You are required to carry insurance policies for professional liability, workers compensation, general liability, and owned and non-owned hired auto coverage. We do not require Rural Mobile franchisees that do not have an office location to purchase general liability insurance.,,Ruraj Mobile franchisees, that do, not have employees, are,,not required to purchase workers compensation insurance. As a result, the low range in the Rural Mobile franchise column does not include estimates for those types of insurance. while the high range does include estimates,for those types,of insurance.

6.           Advertising - 3 months. You must pay the greater of 4% of your Gross Revenues or $500 per month during the first year as a Local Advertising Contribution. As part of your Local Advertising Contribution obligation, we require you to purchase and maintain yellow page advertisements (see Item 6 above).

7.           Additional Funds - 3 Months. This represents working capital and living expenses during your start-up phase.

The specific requirements for operation of your DNA SERVICES franchise will be outlined in the Operations Manual.

We require no other payments. We do not finance any of these initial expenses.

This table estimates your initial start up expenses. These figures represent our estimates based upon our experience and the experience of our founder. We do not guarantee that you will not have additional and different expenses than those we have identified in this table. Your actual costs will depend upon many factors, including, how well you follow our directions and suggestions, your business skill and experience, local economic conditions, local competition, and your sales levels during the initial period.

You should review these estimates with your business advisors before you decide to purchase the franchise or to make any expenditure.

8. RESTRICTIONS ON SOURCES OF PRODUCTS &

SERVICES

We will lend to you a copy of our Operations Manual once you have paid to us the Initial Franchise Fee, in full. From time to time we may amend the Operations Manual, including changes which may affect minimum requirements for your franchise operations. You will strictly adhere to the requirements of the Operations Manual as we amend it from time to time. We reasonably may designate minimum standards for your business operations and designate guidelines, as specified from time to time in the Operations Manual.

The Operations Manual describes the Method of Operation, including specifications, standards, operating procedures, accounting and bookkeeping methods, marketing ideas, customer service requirements, inventory requirements and control techniques, plans and specifications, fixture and decor requirements, co-branding requirements, opening public relations and other rules that we

19 - DNA SERVICES INTERNATIONAL Uniform Franchise Offering Circular

2006 DMimlnr 19 UFOC


may prescribe from time to time and identify as part of the Operations Manual. The Operations Manual is and will remain confidential and our exclusive property.

You will obtain all on site and yellow page advertising materials from us or subject to our requirements and approval. The Initial Franchise Fee will cover the costs of your initial marketing [ materials, which you may receive in the form of our "Business-in-a-Box". Once any portion of those initial marketing materials are depleted, you must purchase replenishment marketing materials from us. We will generate profit on your marketing materials purchases.

You must process all DNA tests through us (generally through our proprietary, secure, web-based

operating.system, DNA DataLinkj and_have_al[rejevantlab work handled_by the laboratories we_. _ - \ Deleted:website

approve. Currently we have an exclusive contract with DNA Diagnostics Center (DDC\______________f Doiotwt- h r

All specifications that we require of you and lists of approved suppliers will be included in the Operations Manual. We will upon request provide them to approved suppliers and suppliers seeking approval. We will use our best judgment to set and modify specifications to maintain the integrity and quality of our franchise system.

Required purchases of computer hardware and software are described in Item 11, below.

With advance written notice, you may request our approval to obtain services, products, equipment, supplies or materials from sources that we have not previously approved. We may require you to give us sufficient information, photographs, drawings, samples, and other data to allow us to determine whether the services and items from these other sources meet our specifications and standards, as established from time to time. These specifications and standards will relate to quality, durability, value, cleanliness, texture, composition, strength, finish and appearance, and the suppliers' capacity and facility to supply your needs in the quantities, at the times, and with the reliability necessary for efficient operation. We may require that samples from any supplier be delivered to a designated independent testing laboratory for testing before approval and use. You will reimburse us for the actual cost of the tests. We will license any supplier that can meet or exceed our quality control requirements and standards, for a reasonable license fee, to produce and deliver products and services to you but to no other person. Our confidential requirements, designs, systems and formulas will be revealed to potential suppliers only after we have received reasonable evidence that the proposed supplier is trustworthy and reputable; has the capacity to consistently follow our standards, requirements and testing procedures; will maintain the confidentiality of the designs, systems and formulas; and will adequately supply your reasonable needs. We will notify you in writing of the approval or disapproval of any supplier you propose within 30 days of our receipt from you of your written notice of request for approval.

From time to time we or our agents may inspect any approved manufacturer's, supplier's or distributor's facilities and products to assure proper service, production, processing, packaging, storing, and transportation. Permission for inspection will be a condition of our continued approval of any manufacturer, supplier or distributor. Should we find from any inspection that a manufacturer, supplier or distributor fails to meet our specifications and standards, we will give written notice describing this failure to you and to the manufacturer, supplier or distributor, with a notice that unless the failure or deficiency is corrected within 30 days, the manufacturer, supplier or distributor wilt no longer be approved.

Any products and goods sold, licensed, or leased by or through us or our affiliates to you will be sold, licensed, or leased in accordance with the terms expressly set forth in the Operations Manual or as otherwise provided for in writing by us or the manufacturer of the products and goods. EXCEPT AS EXCLUSIVELY SET FORTH IN WRITING AND SIGNED BY US, WE MAKE NO EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE PRODUCTS AND GOODS, AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT RESTRICTED TO, THE IMPLIED WARRANTY OF TITLE AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE

20 - DNA SERVICES INTERNATIONAL Uniform Franchise Offering Circular

2006 DK«nbar 11 UFOC


EXPRESSLY DISCLAIMED. UNDER NO CIRCUMSTANCES WILL OUR LIABILITY IN CONNECTION WITH ANY PRODUCTS OR GOODS EXCEED THE DOLLAR AMOUNT OF THE PURCHASE PRICE OR LICENSE FEE PAID BY YOU FOR THE PRODUCTS OR GOODS. IN NO EVENT WILL WE BE LIABLE TO ANY PARTY, INCLUDING BUT NOT LIMITED TO, YOU AND YOUR CUSTOMERS, FOR ANY TORT DAMAGES OR INDIRECT, SPECIAL, GENERAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR ANTICIPATED PROFITS AND LOSS OF GOODWILL, ARISING IN CONNECTION WITH THE USE (OR INABILITY TO USE) THE PRODUCTS OR GOODS FOR ANY PURPOSE WHATSOEVER, EVEN IF WE ARE AWARE OR HAVE BEEN ADVISED OF THE POSSIBILITY OF POTENTIAL LOSS OR DAMAGES.

We and our affiliate will not be liable to you if we are unable to deliver equipment, inventory or supply items to you because of any loss, damage, or delay caused by strikes, riots, fire, insurrection, war, elements, embargoes, failure of carriers, inability to obtain transportation facilities, forces majeure, acts of God or of the public enemy, or any other cause beyond our control.

We or our affiliate may derive income from providing services, tests and products to you. This income results from the difference in the amount we or our affiliate pays for the services, tests or products and the amount we or our affiliate charges you for them.

We estimate that approximately _,% to % of our total revenues will be from testing, services and products purchased from us, by our franchisees. As of August 31. 2006, this represented

$____ of our total revenues of $____, (or____% of our total revenues). We estimate that

purchases from us will be from 5% to 8% of the total purchases and leases you make to establish and from 60% to 85% of the total purchases and leases you make to operate your franchise. [____

We estimate that approximately % to % of our affiliate's total revenues will be from testing.

se_rv[ces_an_0

represented i$          of our affiliate's total revenues of $ , (or          % of our affiliate's iiotai

revenues)., We estimate that purchases from our affiliate will, be from % to___% of the total

purchases and leases vou make to establish and from % to % of, the total purchases and

leases you make to operate vourfranchise. |______.......... ....._________ ......._____________

We may receive rebates, commissions, price adjustments, or discounts on products or services sold to you by recommended or approved suppliers. We will pass through to our advertising fund all moneys we receive as a direct result of products or services you purchase from recommended or approved suppliers. As of August 31. 2006, we had received such funds in the approximate

amount of $____, which was approximately__% of our total revenue of |$____Las_shown_on_qu_r_

audited financial statement.

We attempt to negotiate purchase arrangements with suppliers for the benefit of all of our franchisees.

You may not sell or dispense any products, services or activities other than those specifically recognized and approved by us as part of the DNA SERVICES system without our prior written approval.

We have the right to organize and monitor advertising, purchasing and distribution cooperatives although none exist as of the date of this Offering Circular.

Except as explained above, we will not derive revenue from your purchases or leases.

If you are unable to access or utilize DNA DataLink, for each DNA collection you perform, you will provide to us a notification of sample shipment on the same day that the collection is performed. You will fully and accurately complete any paperwork and submit all data required by us and the genetics laboratories with whom we have contracted.

Deleted: 85-95

Comment [RDS2]: Gd (his info. From Jeff Martin.

Comment [RDS3]: Gel this info. From Jeff Mania

Comment [RDS4]: Gel this info. From audited financial statements.

21 - DNA SERVICES INTERNATIONAL Uniform Franchise Offering Circular

200GDaeembar19UFOC


There are no other obligations for you to purchase or lease in accordance with specifications or from approved suppliers. Except as explained above, we have no required specifications, designated suppliers or approved suppliers for goods, services, or real estate related to your franchise business.

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

OFFERING CIRCULAR ITEM

Site selection and acquisition or

lease

Sections 1.1, 1.2,1.3 & 1.4

Items 6, 11, 12

Pre-opening purchases and leases

Sections 2.8, 4 & 5.1

Items 7 & 8

Site development and other pre-openinq requirements

Sections 1.4, 2.8, 3, 4, 5.1 & 5.9

Items 7, 8 & 12

Initial and onqoinq traininq

Section 3

Items 6 & 11

Openinq

Sections 1.4,2.8,3,4.1 &5.1

Item 11

Fees

Sections 2, 5.1 &7.1

Items 5, 6 & 17

Compliance with standards & policies/ Operations Manual

Sections 5 & 6.5

Items 11 &17

Trademarks and proprietary information

Recitals & Sections 1.1,1.9,5.1, 5.3, 5.4, 5.5, 5.7, 5.8, 6.5, 9.2, 9.6, 9.7 & 9.8; Abandonment of Name form

Items 13,14 & 17

Restrictions on products and services offered

Sections 1.1, 1.2, 1.6, 1.9, 5.1, 5.2, 5.4, 5.5, 5.6, 5.7, 5.9, 6.5 & 6.8

Items 8, 12, 13,16 & 17

Warranty and customer service requirements

Sections 5.1, 5.2

Item 11

Territorial development

Section 1.1,1.4& 1,6

Item 12

Ongoing product & service purchases

Sections 5.1, 5.2, 5.5, 5.9 & 8.2

Items 7 & 8

Maintenance, appearance and remodeling requirements

Sections 1.4, 5.1, 5.2, 5.5, 5.9 & 5.5

Items 11 &17

Insurance

Section 8.2

Item 7

Advertising

Sections 1.6, 2.2, 5.1, 5.2, 5.3, 5.4, 5.5 & 6.5

Items 6 & 11

Indemnification

Section 8.1

Item 6

Owner's participation/ management/ staffing

Sections 1.7, 2.4, 2.6, 2.8, 2.9, 5.1, 5.2,5.3,5.4.5.6,5.7,6.2,6.5,7.1, 7.2, 7.3, 8.1, 9.2, 9.6, 9.7,9.8, 9.9, 9.10&9.12

Items 11,15 & 17

Records and reports

Sections 2.6, 5.1, 5.2 & 5.5

Items 6,11 &17

Inspections and audits

Sections 2.7, 5.1, 5.2 & 5.8

Items 6,11 &17

Transfer

Section 7

Item 17

Renewal

Section 6.1

Item 17

Post-termination obligations

Sections 5.7, 5.8, 6.5, 9.9 & 9.12

Item 17

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