UFOC

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


Sample UFOC

ITEM 1--THE FRANCHISOR, ITS PREDECESSORS AND AFFILIATES

The Franchisor

The Franchisor is EntryPoint, LLC. In this Offering Circular, the Franchisor will be referred to as "we," "us," or "EntryPoint." The person who buys a franchise will be referred to as "you." If the prospective franchisee is a corporation, partnership, limited liability company or other entity, "you" will mean the entity and the owners of the entity.

We are a Michigan limited liability company formed on June 26, 2003. We do business under our corporate name and the "EntryPoint®" name. Our principal business address is 8010 Sunport Drive, Suite 114, Orlando, Florida 32809. Our agent(s) for service of process are listed on Exhibit B.

Predecessors and Affiliates

We do not have any predecessors. We do not have any affiliates that offer franchises in any line of business. Our affiliates, ODL, Inc. and Western Reflections, LLC, manufacture products that will be sold to our franchisees. The principal address of ODL, Inc. is 215 East Roosevelt Avenue, Zeeland, Michigan 49646. The principal address of Western Reflections, LLC is 261 Commerce Way, Gallatin, Tennessee 37066.

Franchisor's Business

We offer and sell EntryPoint franchises and we operate EntryPoint Businesses. We also offer and sell products and services to our franchisees. We do not currently have other business activities.

The EntryPoint Franchise

The EntryPoint franchise is a business that sells and installs stationary door glass and accessories as an aftermarket or remodeling product, door units, cabinet glass, interior doors, hardware and other accessories and other related home improvement products and services. The Entrypoint franchise business includes a retail showroom and office location where glass products are displayed. The typical EntryPoint retail showroom is approximately 1000 square feet in size and is located in a free-standing building or in a strip center. The EntryPoint franchise business also includes the use of one or more mobile workshops, which are trailers outfitted to install door glass and accessories at the customers' locations. An EntryPoint business, whether operated by our affiliates, licensees, franchisees or us, will sometimes be referred to in this Offering Circular as an "EntryPoint Business."

The EntryPoint franchise will operate under our tradenames and trademarks, which are described in Item 13 of this Offering Circular (referred to in this Offering Circular as "Trademarks" or "Franchise Trademarks") and in accordance with our specifications, policies and procedures for operating a business (referred to in this Offering Circular as the "System" or the "Franchise

EntryPoint, LLC Offering Circular/FTC April 28, 2006


System"). You acquire the right to operate an EntryPoint franchise by signing our standard Franchise Agreement (see Exhibit C).

Market and Competition

An EntryPoint franchise will primarily serve the public within the territory of the franchise (see Item 12). The general market for the products and services offered by EntryPoint Businesses is a developing market. An EntryPoint franchise will, at this time, primarily compete with independent contractors.

Regulations

There are no regulations specific to the industry in which the EntryPoint franchise operates. However, you must become familiar with federal, state and local laws regulating businesses generally. There may be other laws and regulations applicable to your business and we urge you to make inquiries about any laws or regulations that may impact your business.

Prior Business Experience

We have operated a business of the type to be operated by our franchisees since January 2004. We have offered franchises for the type of business to be operated by our franchisees since August 8, 2005. We have not offered franchises in any other line of business. We do not have any predecessors or affiliates that have offered franchises for the same type of business to be operated by our franchisees or in any other line of business.

ITEM 2-BUSINESS EXPERIENCE

Jennifer Ann Campos: Vice President and General Manager

Mrs. Campos has been Vice President and General Manager of EntryPoint since January 31, 2005. From April 1994 to January 2005, Mrs. Campos was Vice PresidentSales and Marketing for Louisville Group a ladder manufacturer in Louisville, Kentucky.

Dennis Staub: Franchise Development Consultant

Mr. Staub has been a Franchise Development Consultant for EntryPoint since December 2004. From August 2001 to November 2004, Mr. Staub was the Director of Franchise Development for Signs Now of Bradenton, Florida. From April 1998 to August 2001, Mr. Staub was Retail and Corporate Real Estate Manager for Interstate Batteries of Dallas, Texas.

Rex Strickland: Franchise Operations Consultant

Mr. Strickland has been a Franchise Operations Consultant for EntryPoint since June 2004. From February 1999 to June 2004, Mr. Strickland was a Territory Sales Representative for ODL, Inc. in Zeeland, Michigan.

EntryPoint, LLC

Offering Circular/FTC                                                                  2

April 28,2006


Patricia L. Jarosz: Senior Accountant

Ms. Jarosz has been Senior Accountant for EntryPoint since March 31, 2005. From January 2001 to March 2005, Ms. Jarosz was Assistant Controller for Universal American Financial Corp. of Lake Mary, Florida. From July 1998 to October 2000, Ms. Jarosz was Senior Accountant for Tireco, Inc. of Compton, California.

ITEM 3-LITIGATION

No litigation is required to be disclosed in this Offering Circular.

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

Initial Fee

The initial franchise fee is $15,000. The initial franchise fee is payable at the time the Franchise Agreement is signed. The initial franchise fee is considered earned when the Franchise Agreement is signed and is not refundable. We have certain "Pioneer Dealers" and other dealers to which we offer reduced fees that we do not offer to other prospective franchisees. We also currently offer a reduced initial franchise fee to our employees. Except as described above, we expect all new franchisees to pay the same initial franchise fee.

Other Amounts Paid to Us Before Opening

Before opening your EntryPoint franchise, the goods purchased from us include your mobile workshop, inventory, advertising and marketing materials and information discs. We estimate that the cost of the items you will purchase from us before opening will be approximately $45,150, which is in addition to the initial franchise fee. These amounts are not refundable.

EntryPoint, LLC Offering Circular/FTC April 28, 2006

3


ITEM 6--OTHER FEES

If you purchase an EntryPoint franchise, you will or may incur the following additional fees.

Name of Fee ('

Amount

Due Date

Remarks

Royalty

5% of gross sales; if you purchase glass from us, your royalties on some sales may only be 4.5% or 4.0% of gross sales(2)

On the 10th day of each calendar month

Gross sales include all revenues from the franchise except sales taxes paid and refunds(*

Advertising

Fund

Contributions

2% of gross sales

On the 10th day of each calendar month

The advertising fund contributions will be used in our discretion for producing advertising and other purposes to achieve the goals of maximizing general public recognition of the Franchise Trademarks and System. See Item 11.

Minimum Local Advertising

3% of gross sales

As incurred

You must spend an additional 3% of gross sales on advertising in your local market. See Item 11.

Advertising Cooperative

Amount determined by cooperative * *

As determined by cooperative

You must pay contributions to an advertising cooperative, as determined by the members of the cooperative, if a cooperative is established in your market. These contributions will apply to you minimum local advertising obligation. See Item 11.

Purchase of Glass Products

Will vary

On receipt of billing

You may purchase glass products from us. See Item 8.

Maintenance and Repairs

Actual cost to us

On receipt of billing

If you fail to maintain your franchise location, we may do so at your expense.

Refurbishing or Other

Extraordinary Expenses Imposed by Us

Will vary under the circumstances

As incurred

In addition to regular maintenance obligations, you must refurbish your franchise location within 90 days (if the expense is less than $5,000) or 180 days (if the expense is $5,000 or greater) of our request and you must acquire equipment and fixtures or other items specified by us.

EntiyPoinl, LLC Offering Circular/FTC April 28,2006


Name of Fee(,)

Amount

Due Date

Remarks

Insurance

Additional cost to us

On receipt of billing

If you fail to purchase insurance for your EntryPoint Business, we may do so at your expense. See Item 7 for a description of the insurance coverage you must maintain.

Additional Training

Amount to be determined

Before additional training

You must attend and pay a reasonable fee for additional training programs we specify. '4)

Late Charge and Interest

$25.00 per month late charge and 1.5% per month interest

On receipt of billing

These charges must be paid on all overdue amounts.

Transfer Fee

$2,500

Before closing of the transfer

You must pay a transfer fee if you transfer an interest in your franchise or in your company.

Renewal Fee

50% of the initial franchise fee being charged by us at the time of renewal

At the time of renewal

You must pay a renewal fee if you renew your franchise at the end of the initial term of the franchise.

Supplier Approval Fee

Up to $250

On receipt of billing

We have the right to charge a fee of up to $250 to cover our costs of reviewing a supplier for approval if we submit the information to a third party to determine if the product or supplier meets our specifications.

Indemnification

Amount will vary

under

circumstances

As incurred

You must reimburse us if we incur liability from the operation of your franchise.

Costs and Attorneys fees

Amount will vary

under

circumstances

As incurred

You must reimburse us for costs and attorneys fees if we prevail in a judicial proceeding or if we engage a lawyer because of your failure to comply with the Franchise Agreement.

Notes to Table

Except as otherwise noted, all fees are imposed by and payable to us. We have certain "Pioneer Dealers" and other dealers to which we offer reduced fees that we do not offer to other prospective franchisees. Except as otherwise described in the table or these notes, all fees payable to us are uniform as to franchises being offered at this time. All fees paid to us are non-refundable.

En&yPoint, LLC

Offering Circular/FTC April 28, 2006


You must pay royalty, advertising fees and other periodic payments owed to us by electronic or similar funds transfer in the appropriate amounts from your bank account to our bank account or in some other manner as we may specify. You must sign and deliver to your bank and to us those documents necessary to authorize these transfers as specified by us. You must not terminate this authorization as long as the Franchise Agreement is in effect and must not close your bank account without notifying us and establishing a substitute bank account for the transfers. If a direct electronic funds transfer or other withdrawal program is not available at your bank, you must establish an account at a bank that does have this program.

(2)         Your percentage royalty will be 5% of gross sales at the beginning of each calendar year. If you purchase 1,000 units of glass from us during the calendar year, the percentage royalty will only be 4.5% for all additional gross sales earned during the calendar year after purchasing the 1,000 units of glass from us. If you purchase 2,000 units of glass from us during the calendar year, the percentage royalty will only be 4.0% of gross sales for all additional gross sales earned during the calendar year after purchasing 2,000 units of glass from us.

The Franchise Agreement defines "gross sales" as the entire amount of your revenues from the ownership or operation of your franchise business, including the proceeds of any business interruption insurance, whether the revenues are evidenced by cash, credit, checks, gift certificates, scrip, food stamps, coupons and premiums (unless exempted by us), services, property or other means of exchange, excepting only the amount of any sales taxes that are collected and paid to the taxing authority. Cash refunded and credit given to customers and receivables uncollectible from customers will be deducted in computing gross sales if the cash, credit or receivables represent amounts previously included in gross sales where royalty fees and advertising contributions were paid. Gross sales are deemed received by you at the time the goods, products, merchandise, or services from which they derive are delivered or rendered or at the time the relevant sale takes place, whichever occurs first. Gross sales consisting of property or services (for example, "bartering" or "trade outs") are valued at the prices applicable to the products or services exchanged for the gross sales at the time the gross sales are received.

(3)         As of the date of this Offering Circular, no cooperatives have been formed. Contributions to a cooperative, if any, will be determined by a majority vote of the members of the cooperative.

(4)         Any additional training fees will be uniform as to all persons attending training at that time and will be based on our out-of-pocket expenses plus a per diem rate for the training personnel.

ITEM 7-INITIAL INVESTMENT

Our estimate of your initial investment to develop an EntryPoint Business is in the table below. The estimate covers the period before the opening of your franchise and for the initial

EntryPoint, LLC Offering Circular/FTC April 28,2006

6


three month phase after the opening of your franchise. The estimate does not include an owner's salary or draw. The estimate also does not include cash requirements to cover operating losses or owner's draw after the initial phase of the franchise. You may need additional funds available, whether in cash or through unsecured credit lines, or have other assets that you may liquidate, or that you may borrow against, to cover your personal living expenses and any operating losses after the initial phase of your franchise. The estimate below also does not reflect an amount for investment in real estate, since you will generally lease the premises for your franchise location. We urge you to retain the services of an experienced accountant or financial adviser in order to develop a business plan and financial projections for your franchise.

Your actual investment may vary depending on local conditions peculiar to your geographic area or market, for example, real estate demand, availability and occupancy rates and state taxes such as sales taxes. Additional variables that may impact your initial investment may be: the size of your facility; age of the structure; length of your lease or other instrument granting you the right to occupy the premises; if your space is to be built out by the developer with no initial out-of-pocket costs to you; lease arrangements; location in the market; whether you are converting existing premises and whether in the same business; costs of demolishing existing leasehold improvements; construction costs; and other variable expenses.

The following table contains a summary of your initial investment.

Description

Amount

Method of Payment

When Due

To Whom Paid

Initial Franchise

Fee(,)

$15,000

Lump Sum

When the Franchise Agreement is signed

Us

Initial Lease Costs<2)

$2,500 to $6,000

As arranged

As specified in the lease

Landlord

Fixtures(i)

$4,500 to $5,000*

As arranged

As arranged before opening

Us or other Suppliers

Leasehold Improvements and Decorating Costs(4)

$3,000 to $5,000

As arranged

As arranged before opening

Contractors

Mobile

Workshop and Equipment(5)

$28,250*

As arranged

As arranged before opening

Us or other Suppliers

Signs (Interior and Exterior)(6J

$2,500 to $3,500

As arranged

As arranged before opening

Signage Supplier

Opening Inventory

$8,000 to $9,000*

As arranged

As arranged before opening

Us or other Suppliers

Insurancel}

$500 to $4,600

As arranged

As arranged before opening

Insurance Companies

EntryPoint, LLC Offering Circular/FTC April 28,2006


Description

Amount

Method of Payment

When Due

To Whom Paid

Costs incurred while attending training(8)

$800 to $2,500

As arranged

As arranged before opening

Airlines, Motels, Restaurants, etc.

Marketing

(91

support items v '

$5,100 to $6,400*

Lump Sum

At training

Us

Legal,

Accounting and Other

Miscellaneous Pre-opening Expenses(l J

$1,000 to $7,500

As arranged

As arranged before opening

Utilities, Lawyer, Accountant, Vendors

Additional

Funds-3 months

(it)

$30,000

As incurred

As incurred

Us, Various Suppliers and Employees

Total Estimated Initial Investment(,2)(13)

(14)

$101,150 to

$122,750

Some of the items in this table may be subject to state sales taxes, which may vary from state to state. The estimates indicated by an asterisk include a sales tax of 6.5% based on the sales tax in Florida at this time.

Notes to Table

(,) See Item 5 regarding the uniformity of the initial franchise fee.

(2)          It is anticipated that you will lease the location for your retail showroom and office space. The types of locations and the approximate range of square footage for the retail showroom are described in Item 1 of this Offering Circular. Rent rates per square foot may vary substantially per site. We estimate that your monthly rent for an EntryPoint Business (which includes only base rent) will range from $18 to $32 per square foot depending on size and location. Your lease may require you to pay common area maintenance and other charges. At the time of signing your lease, your landlord may require you to pay a lease deposit equal to one or two month's rent and the first month's rent. Your rent may be subject to escalation charges based on inflation or may be based on a percentage of gross sales. If you purchase and construct your franchise location, your expenses will be significantly greater. We do not have any estimates for the cost to purchase or build a franchise location.

(3)         The fixtures include glass galleries and glass gallery signage.

(4)         Leasehold improvements must conform to our standard specifications and local ordinances. In some situations your landlord may pay for some of the costs for leasehold improvements.

Entry Point, LLC Offering Circular/FTC April 28, 2006

8


The primary equipment is a fully accessorized mobile workshop. You may be able to lease the equipment. All equipment must conform to our specifications.

The price for signage will vary depending on the type of site and local ordinances for outdoor signage.

This estimate is for one year of coverage on business and vehicle insurance. Alternate monthly or quarterly payment arrangements can possibly be made. The insurance coverage you must purchase includes:

      General Business Liability Insurance with a minimum limit of $1,000,000 per occurrence and $2,000,000 aggregate, including coverage for property damage, bodily injury (including death), advertising injury and personal injury arising from the franchise business, including the marketing, sale, installation and/or service of products and the operation of vehicles.

      Products/completed operations coverage and personal and advertising insurance coverage with a limit of $1,000,000.

      Worker's Compensation Insurance as well as other insurance required by local or state laws in the state in which the franchise is operated.

Evidence of this insurance must be provided before you begin operating your EntryPoint Business and at any other time at our request. AH bodily injury, property damage, advertising and personal injury liability policies must name us, ODL, Inc. and Western Reflections, LLC as additional insureds and all policies must be issued by insurance carriers satisfactory to us. Although we do not charge any additional fees for the initial training program, you must pay wages due to your employees as well as travel, food and lodging expenses incurred by you and your employees during initial training. The cost will depend on the distance you and your employees must travel and the type of accommodations you choose.

These items include business cards, dealer stickers, door hangers, literature and other promotional items.

Miscellaneous pre-opening expenses may include legal fees, organizational and accounting expenses, business licenses, miscellaneous office supplies, utility and phone deposits, equipment deposits and other pre-paid expenses incurred before opening.

This category covers expenses you may incur during the 3-month initial phase of your franchise. These expenses may include royalty, lease payments, advertising fees and expenses, insurance premiums, payroll costs, supplies, etc. These figures are estimates and we cannot guarantee that you will not have additional expenses starting the business. Your costs during this initial phase will depend on factors including: how well you follow our procedures; your management skill, experience and business abilities; local economic

EntryPoint, LLC Offering Circular/FTC April 28, 2006

9


conditions; the local market for the franchise's product; the prevailing wage rates; competition; and the sales level reached during this initial phase.

( ' We relied on our experience and the experience of our affiliates and independent dealers to compile these estimates. You should of course review these figures carefully with a business advisor before making any decision to purchase the franchise.

(13)       Except as may be noted, none of the payments to us are refundable. The refundability of payments to other parties is determined by your agreement with those parties.

(14)        We do not offer any financing for any part of your initial investment. You may, however, finance a portion of your initial investment with a third party through a loan or lease. The availability and terms of financing with third parties will depend on factors including the availability of financing generally, your credit history, collateral you may have and the lending policies of financial or leasing institutions.

ITEM 8-RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES

General

In order to maintain consistency, uniformity, quality and identity of the products and services sold by EntryPoint Businesses and to take advantage of group purchasing power, you must purchase all products and services for your franchise of the type and in the amounts we specify, in accordance with our specifications and only from manufacturers and/or suppliers approved by us, as described in more detail below.

Obligations to Purchase or Lease from the Franchisor or its Designees

You are not required to purchase or lease any products or services from us. We are a supplier to our franchisees of mobile work stations, display glass, advertising and marketing materials, dealer information discs and glass panels and accessory items from us. If you purchase glass products from us, you may achieve lower royalty rates (see Item 6).

Obligations to Purchase the Products of the Primary Manufacturers

A specified percentage of glass products sold by you must be manufactured by the glass manufacturer or manufacturers that we designate (the "Primary Manufacturers"). We or our affiliates may be the Primary Manufacturers. Currently, the Primary Manufacturers are ODL, Inc. and Western Reflections, LLC, both of which are our affiliates. Currently the specified percentage is 80%. The specified percentage of glass products that must be purchased from the Primary Manufacturers does not apply to glass products that are not the same or comparable (in our reasonable judgment) to glass products available from the Primary Manufacturers at the time of purchase of the products.

Entry Point, LLC Offering Circular/FTC April 28,2006

10


Obligations to Purchase From Approved Suppliers

All products and services used in your EntryPoint Business, including the products of the Primary Manufacturers, must be obtained in accordance with our specifications and only from manufacturers and/or suppliers who are approved by us at the time of the purchase. An approved manufacturer or supplier will be a manufacturer or supplier that has met our standards for durability, design, price and distribution and other relevant standards established by us and been designated by us in writing as an approved manufacturer or supplier. Our criteria for approval of suppliers of these products are not made available to our franchisees. We will provide a list of approved suppliers to you in memos, bulletins, emails or in our Operations/Training Manual. We will issue approval, disapproval or notification of revocation of approval of suppliers to you in memos, bulletins, emails or in our Operations/Training Manual.

You may request to have a supplier for a product approved by us. The request must be in writing and must include information requested by us about the supplier, a sample of the product or service, if possible, and a contact person at the supplier. We may submit the information to an independent testing service or another appropriate independent expert to determine if the supplier meets our criteria. We will attempt to notify you of our decision within 60 days of the date of your request. We have the right to charge a fee of up to $250 to cover our costs of making this determination if we submit the information to an independent laboratory or another independent expert to determine if the product or supplier meets our specifications. We also reserve the right to limit the total number of approved suppliers in order to benefit from group purchasing power to obtain the best prices and service and to help ensure uniformity and quality of our products.

The specification or approval by us of a manufacturer or supplier does not create any express or implied promise, guaranty or warranty by us as to the products or services of the manufacturer or supplier and we will not have any liability to you for any claims, damages or losses suffered by you as a result of or arising from the products or services provided by the manufacturer or supplier or the acts or omissions of the manufacturer or supplier.

We or an affiliate may negotiate purchase arrangements with some of our designated or approved suppliers for the benefit of our franchisees in order to take advantage of group purchasing power.

We and our affiliates reserve the right to receive rebates or other fees from designated or approved suppliers based on sales of goods or services to our franchisees. We and our affiliates have the right to collect those rebates or fees and you must cooperate with us in the collection of those rebates and fees. We currently have a rebate program in place with a supplier. We did not have any revenue from rebates from suppliers during 2005.

Obligations to Purchase Under Specifications

You must acquire, maintain and update the mobile workshop, computer hardware and software (see Item 11), fixtures, equipment, signs, products and supplies that we specify for establishing and operating your EntryPoint Business. Also, in addition to being purchased from approved suppliers, all of these items must meet our standards and specifications. You must also

EntryPoint, LLC

Offering Circular/FTC                                                                            i i

April 28, 2006


purchase insurance coverage for your business in accordance with our standards and specifications. See Item 7 for a listing of the insurance coverages that we specify.

Your lease must be approved by us and must include our standard Lease Addendum. A copy of our standard Lease Addendum is attached as Exhibit D. In addition, your retail showroom must be constructed or improved in accordance with our specifications for d^cor, signage, equipment layout, space, etc. We will issue these specifications to you or your agents during the improvement of your franchise location. We must approve all construction plans, specifications, interior and exterior layouts and site plans before the beginning of work on your franchise location.

We formulate and modify our specifications based on our experience in the business. Factors that we consider include quality and uniformity of goods and services. We will issue our specifications to our franchisees on request. We may issue and modify our specifications by sending memos, bulletins, emails or updates to our Operations/Training Manual. You must comply with modified specifications immediately on written notice from us.

Revenue or Other Benefits to Franchisor or Affiliates

In the year ending December 31, 2005, our total revenue from the sale or lease of goods, services, supplier, fixtures, inventory, computer hardware or software or other items was $605,806 which was 48% of our total revenue of $1,260,516.

Percentage of Purchases

All of your purchases from approved suppliers or us will represent 90% to 100% of your total purchases in the establishment of your EntryPoint Business and 90% to 100%o of your total purchases in the ongoing operation of your EntryPoint Business.

Cooperatives; Material Benefits to Franchisees

We do not have any formal purchasing or distribution cooperatives. Except for the possibility of a reduced royalty rate based on purchasing product from us, we do not provide material benefits to our franchisees based on a franchisee's use of designated or approved sources. However, your franchise may be subject to termination or we may refuse to renew your franchise if you do not purchase from designated or approved suppliers.

ITEM 9-FRANCHISEE'S OBLIGATIONS

This table lists your principal obligations under the Franchise Agreement and other agreements you may enter into with us. It will help you find more detailed information about your obligations in these agreements and in other items of this Offering Circular.

EntryPoint, LLC Offering Circular/FTC April 28, 2006

12


Obligation

Section in Agreement

Item in Offering Circular

a. Site selection and acquisition/lease

Sections 7.1 and 7.2 of Franchise Agreement

Items 7, 8, 11 and 17

b. Pre-opening purchases/leases

Sections 7.2, 7.4 and 7.5 of Franchise Agreement

Items 5, 7, and 8

c. Site development and other pre-opening requirements

Sections 7.3, 7.4, 7.5 and 7.6 of Franchise Agreement

Items 5, 7 and 11

d. Initial and ongoing training

Article 10 of Franchise Agreement

Item 11

e. Opening

Section 8.1 of Franchise Agreement

Items 11 and 17

f. Fees

Section 3.2(i), Article 4, Sections 8.5 and 8.6, Article 9 and Section 12.4(f) of Franchise Agreement

Items 5, 6 and 7

g. Compliance with standards and policies/operating manual

Sections 2.1, 3.2, 4.7 through 4.11, Article 6, Sections 7.4, 7.5 and 7.6, Article 8, Sections 9.3, 9.4, 9.5, 10.2, 12.4 and Article 13 of Franchise Agreement

Items 8, 11, 13 and 16

h. Trademarks and proprietary information

Article 6 and Section 11.1 of Franchise Agreement; Section 1 of Confidentiality/Noncompetition Agreement ("CNCA") (Exhibit E)

Items 13 and 14

i. Restrictions on products/services offered

Sections 8.2, 8.4 and 8.5 of Franchise Agreement

Items 8, 11 and 16

j. Warranty and customer service requirements

Sections 8.1, 8.2 and 8.9 of Franchise Agreement

k. Territorial development and sales quotas

Sections 2.4 and 8.1 of Franchise Agreement

Item 12

1. Ongoing product/service purchases

Sections 4.9, 8.3, 8.4 and 8.5 of Franchise Agreement

Items 8 and 16

m. Maintenance, appearance and remodeling requirements

Sections 3.2, 8.6 and 12.4 of Franchise Agreement

Items 11 and 17

n. Insurance

Section 8.10 of Franchise Agreement

Items 6, 7 and 8

o. Advertising

Article 9 of Franchise Agreement

Items 6 and 11

p. Indemnification

Section 8.13 of Franchise Agreement

Item 6

EntryPoint, LLC Offering Circular/FTC April 28, 2006


Obligation

Section in Agreement

Item in Offering Circular

q. Owner's participation/ management/staffing

Sections 8.7 and 8.8 and Appendix DPersonal Guaranty of Franchise Agreement

Items 11 and 15

r. Records and reports

Sections 4.7 through 4.9 and 8.15 of Franchise Agreement

Item 11

s. Inspections and audits

Sections 4.10 and 4.11 of Franchise Agreement

Item 6

t. Transfer

Article 12 of Franchise Agreement

Items 6 and 17

u. Renewal

Section 3.2 of Franchise Agreement

Items 6 and 17

v. Post-termination obligations

Articles 11 and 14 of Franchise Agreement

Item 17

w. Non-competition covenants

Section 11.2 of Franchise Agreement; Section 2 of CNCA

Item 17

x. Dispute resolution

Article 15 of Franchise Agreement; Section 7 of CNCA

Item 17

ITEM 10-FINANCING

We do not offer direct or indirect financing for your franchise. We do not guaranty any of your notes, leases or other obligations.

ITEM 11-FRANCHISOR'S OBLIGATIONS

Except as listed below, we need not provide any assistance to our franchisees. Before Opening

Before you open your business, we (or our representative) will:

1.         If you request, assist you in selecting a suitable location for your retail showroom (Section 5.1 of the Franchise Agreement) and we will review your proposed location for approval (Section 7.1 of the Franchise Agreement).

2.         Specify the standard format for the construction or improvement of your franchise location (Section 5.2 of the Franchise Agreement).

EntryPoint, LLC Offering Circular/FTC April 28,2006

14


3.         Provide our specifications and sources of supply for the equipment, fixtures, signs and initial inventory necessary for you to begin operation of your EntryPoint Business (Section 5.3 of the Franchise Agreement).

4.         Loan you, for use during the term of the Franchise Agreement, one copy of our Operations/Training Manual for use in the operation of your EntryPoint Business (Section 5.4 of the Franchise Agreement). Additional information regarding the Operations/Training Manual is set forth below in this Item under the subheading "Operations/Training Manual."

5.         Make available an initial training program to train you to operate an EntryPoint Business (Section 5.5 and Article 10 of the Franchise Agreement). The training program is described in more detail below in this Item under the subheading "Training."

6.         If you request, provide a representative for up to four days during the 1st 30 days after opening to assist in the setup and initial operation of your EntryPoint Business (Section 5.6 of the Franchise Agreement).

7.         Designate the products and services to be offered by your EntryPoint Business and provide sources of supply for all products used in your EntryPoint Business (Section 5.7 of the Franchise Agreement).

During Operation

During the operation of your franchise, we will:

1.         Continually provide updates to you of our Operations/Training Manual and other specifications for all aspects of your EntryPoint Business (Section 5.4 of the Franchise Agreement).

2.         If you request, provide a representative for up to four days during the 1st 30 days after opening to assist in the setup and initial operation of your EntryPoint Business (Section 5.6 of the Franchise Agreement).

3.         Designate the products and services to be offered by your EntryPoint Business and continually provide you with updates in our specifications for products or services. We will also provide sources of supply for all authorized products and will review for approval any products or services or suppliers requested by you (Sections 5.7 and 8.5 of the Franchise Agreement).

4.         Provide reasonable operational advice and assistance to you by telephone, fax or email, including advice on specific services or products, if requested by you (Section 5.8 of the Franchise Agreement).

5.         Administer advertising, as determined in our discretion, for the benefit of the Franchise Trademarks and System. We will also review for approval any local advertising proposed by you (Sections 5.9, 9.1 and 9.5 of the Franchise Agreement). Additional information regarding advertising is set forth below in this Item under the subheading "Advertising."

EntryPoint, LLC Offering Circular/FTC April 28,2006

15


6.         Indemnify you against liability to third parties resulting from claims by third parties that your use of the Trademarks infringes trademark rights of the third party, but only if (a) you have used the Trademarks in accordance with the requirements of the Franchise Agreement and our specifications and (b) you have given notice to us of the claim within 10 days of receipt by you of the claim and you have tendered the defense of the claim to us (Sections 5.10 and 6.4 of the Franchise Agreement).

7.         Make all modifications to or substitution of our Trademarks on a uniform basis for all similarly situated franchisees in a particular market (Section 6.6 of the Franchise Agreement).

8.         If your initial location becomes unusable or unavailable, review for approval any alternative location proposed by you (Section 7.1 of the Franchise Agreement).

9.         Review proposed transferees of your franchise for approval (Section 12.4 of the Franchise Agreement).

Advertising

You must pay 2% of the gross sales of your EntryPoint Business into an advertising fund. The fund will be administered by us or an agency designated by us. We will use the advertising fund to formulate, develop and produce advertising and promotional programs and materials and for other purposes as we determine in our discretion to be most effective in achieving the goals of maximizing general public recognition and patronage of the Franchise Trademarks and System. We are not required to spend your advertising fund contributions to place advertising in your market or in any specific media. The advertising fund will be used to pay all expenses related to the fund. We reserve the right to engage the services of an advertising source or sources to formulate, develop, produce and conduct advertising and promotional programs. The cost of these services will be paid from the advertising fund. The advertising fund may be used to reimburse us for overhead relating to advertising and the administration of the advertising fund, including the proportionate compensation of our employees who devote time and render service in support of advertising or administration of the advertising fund. A portion of your advertising fund contributions may be used for the solicitation of franchises. EntryPoint Businesses operated by us or our affiliates will pay advertising fees on the same basis as our franchisees.

If your advertising fees are not spent in the year in which we receive them, we will hold those amounts for use in the following year or years. We will submit to you, on request, an annual report of the receipts and disbursements of the advertising fees, unaudited and prepared by our management.

In no event will we or any agency or specialist engaged by us be liable for consequential or incidental damages resulting from administration of the advertising fund or resulting from any advertising produced or placed by or on behalf of us or our franchisees or the failure to produce or place advertising, including any claims for loss of business. See Section 9.1 of the Franchise Agreement.

EntryPoint, LLC Offering Circular/FTC April 28,2006

16


In the year ending December 31, 2005, we used 100% of the advertising fees we spent on literature for use by franchisees. No advertising fees were used for the solicitation for the sale of franchises.

In addition to your obligations to pay a monthly advertising fee, you must spend, on a monthly basis, for advertising in your local market, 3% of the gross sales of your EntryPoint Business. You must provide documentation to our reasonable satisfaction that you have spent these amounts for local advertising.

We may designate an advertising area that includes a group of EntryPoint Businesses. If your EntryPoint Business is within a designated advertising area, you must join, maintain a membership in and abide by the governing instrument of an advertising cooperative for that area. We must approve the structure of the cooperative as well as the original governing instrument of the cooperative and any changes to that instrument. The cooperative cannot modify the terms of the Franchise Agreement, but may require you to make contributions to the cooperative in addition to any advertising fees you must pay to us. The cooperative will make decisions based on a majority vote of its members. Each cooperative will work with us or an agency designated by us in coordinating and placing regional and local advertising for the members of the cooperative. The costs and expenses of each cooperative must be paid by that cooperative. Any amounts spent on cooperative advertising will count towards your minimum local advertising requirement. See Section 9.3 of the Franchise Agreement.

All advertising by you in any medium, including signage, must be factual and dignified, must conform to our standards and specifications, and to the highest standards of ethical advertising practice, and must be approved by us in writing before being used. You must submit to us for prior approval all marketing and promotion materials, including signage, prepared by you for your EntryPoint Business and not prepared by or previously approved by us. These materials must be submitted to us at least 14 days before the date of the proposed use. You must refrain from any business or advertising that may injure our business and the good will associated with the Franchise Trademarks and System and other EntryPoint Businesses. You are not allowed to advertise any products or services for your business or using the Franchise Trademarks except those products or services authorized by us. You are prohibited from independently using the Internet for promotion of your business. See Sections 8.4, 9.4 and 9.5 of the Franchise Agreement.

Electronic Point of Sale and Computer Systems

You must purchase or lease and use the point of sale and/or computer systems we specify for the operation of your EntryPoint Business. We currently specify a standard personal computer and QuickBooks software. You will use the computer hardware and software to record transactions with customers.

The computer hardware is not our proprietary property but may be the proprietary property of the manufacturer or supplier. QuickBooks is the proprietary property of Intuit, Inc., whose address is 2632 Marine Way, Mountain View, CA 94039. Any rights you have to maintenance, repairs, upgrades and updates on the computer hardware or software will depend on your contract with the supplier of the hardware or any warranties provided by the manufacturer of the hardware or

EntryPoint, LLC

Offering Circular/FTC                                                                   i 7

April 28, 2006


software. We generally recommend that you obtain all updates to the software as they become available. The Quickfiooks software program has been used by us since April 2004.

We may create, acquire or endorse electronic point of sale or other computer equipment related to the operation of your franchise business. If specified by us, you must purchase or lease the specified equipment and software and utilize the equipment and software as specified by us. There are no limitations in the Franchise Agreement on the frequency or cost of your obligation to update hardware and software.

You must allow us direct access to the information contained in the point of sale or computer equipment or software by modem or other linking of the equipment or software to our equipment or software and there are no contractual limitations on our right to access and use that information and data. You must provide us access to the information on the computer systems in the manner specified by us and must supply us with any and all security codes necessary to obtain this access. We may retrieve, analyze, download and use the software and all data on your computer systems at any reasonable times as long as we do not unreasonably interfere with the operation of your franchise business. If specified by us, you must maintain Internet access at all times in the manner specified by us for communication with us and, if specified by us, to allow us to access information from your computer system.

Operations/Training Manual

Our Operations/Training Manual provides details concerning the methods of operation of an EntryPoint Business. The table of contents of the Operations/Training Manual, which includes the number of pages devoted to each subject and the total number of pages, is attached as Exhibit F. You will be loaned a copy of the Operations/Training Manual after completing training for use during the term of the Franchise Agreement. The Operations/Training Manual remains our property, must not be duplicated, and must be returned to us on expiration or termination of the Franchise Agreement. You must at all times ensure that your copy of the Operations/Training Manual is kept current and up to date. If there is a dispute as to the contents of the Operations/Training Manual, the terms and dates of the master copy of the Operations/Training Manual maintained by us at our place of business will be controlling.

Site Selection

Although we may assist you in obtaining a location for your retail showroom, it is your responsibility to obtain and evaluate the commercial value of the location. However, we must approve your location. The factors that we consider when we recommend or approve a site include visibility, traffic counts, proximity to neighborhoods, size of physical space and parking. The Franchise Agreement does not establish a time limit to approve or disapprove of a site. If you propose a site, we can usually give our approval or disapproval within 30 days. If we cannot agree on a site and your EntryPoint Business is not opened within the time specified in the Franchise Agreement, the Franchise Agreement may be terminated.

EntryPoint, LLC Offering Circular/FTC

April 28, 2006

18


Time of Opening

We expect franchisees to open their EntryPoint Business within 30 to 60 days after signing the Franchise Agreement or paying consideration to us. The main factors that we expect to affect this time period are availability of suitable locations, the ability to obtain mutually acceptable lease terms, the ability to obtain financing, the local time frame for obtaining building permits, weather, construction delays, shortages, delayed installation of equipment, fixtures or signs, and your personal timetable.

Training

We will make available an initial training program to train you to operate your EntryPoint Business. You (or your designated representative if the franchisee is a corporation or other entity) must complete the training program specified by us before operating your franchise business. The training program must be completed to our satisfaction. We recommend that you complete the training program within 7 to 30 days of the opening of your EntryPoint Business.

The initial training program will be conducted without charge for owners and employees of the franchisee or the franchise business. The training program will consist of five business days of training at our corporate office and training center in Orlando Florida. We will provide additional training as necessary by phone and Internet and, on request, we will provide a representative for up to 4 days within the 1st 30 days after opening to assist in the setup and initial operation of your business. You must pay your and your employees' salaries and expenses for travel, food and lodging incurred during the training program. The persons attending the initial training program must sign an agreement relating to confidentiality and/or non-competition in the form specified by us before beginning the training program. See Exhibit E.

Our training program will be conducted monthly. The instructors for the training program and their experience follows: (a) Rex Strickland, Franchise Operations Consultant7 years glass experience, 23 years millwork and building materials experience; (b) Heather LuterMarketing Associate5 years experience (c) David Reynolds, Assistant Store Manager-23 years retail experience; (d) Dennis Staub, Franchise Development Consultant28 years franchise experience; and (e) Pat Jarosz, Senior Accountant15 years accounting experience.

The following table provides additional information about the training program.

INFORMATION ON TRAINING PROGRAM

Subject

Location

Instructional Materials

Hours of Classroom Training

Hours of On-the-Job Training

Instructor

Tech/Install

Orlando Florida

Training Manual

8

S

Strickland

Business Plan

Orlando Florida

Training Manual

1

Staub

Site Selection

Orlando Florida

Training Manual

Vz

Staub

EntryPoint, LLC Offering Circular/FTC April 28, 2006


Subject

Location

Instructional Materials

Hours of Classroom Training

Hours of On-the-Job Training

Instructor

Showroom Basics

Orlando Florida

Training Manual

2

Reynolds

Inventory Control

Orlando Florida

Training Manual

Vi

Reynolds

Sales

Orlando Florida

Training Manual

2

Reynolds

Sales/Role Play

Orlando Florida

1

Reynolds

Marketing

Orlando Florida

Training Manual

4

Luter

Increase Sales

Orlando Florida

Training Manual

1

Staub

Industry Overview

Orlando Florida

Training Manual

%

Strickland

Staffing

Orlando Florida

Training Manual

%

Staub

Financial/ Accounting

Orlando Florida

Training Manual

2

Jarosz

Miscellaneous Business

Orlando Florida

Training Manual

Vi

Strickland

Customer Service

Orlando Florida

Training Manual

1

Strickland

Warranty Procedure

Orlando Florida

Training Manual

1

Strickland

EP Contacts

Orlando Florida

Training Manual

Va

Strickland

Final Exam

Orlando Florida

Training Manual

1

Strickland

You or your owners and employees must attend additional training, sales programs and meetings reasonably specified by us. We will give you reasonable notice of any additional specified training, sales programs or meetings. We may impose a reasonable charge on you for any training provided beyond the initial training program. Any training fees will be uniform as to all persons attending training at that time and will be based on our out-of-pocket expenses plus a per day rate for the training personnel. You must complete additional training before offering new products or services from your EntryPoint Business, if we specify.

ITEM 12--TERRITORY

Territory

You are granted the right to use the Franchise Trademarks and System to operate an EntryPoint Business in a territory, which will be described in Item 1 of Appendix A to your Franchise Agreement. Your territory will be determined before you sign the Franchise Agreement based on the number of new homes in the area.

EnHyPoint, LLC Offering Circular/FTC April 28, 2006

20


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