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RECEIVED

DEPT OF CORPORA ■ION''

SAN FRANCISCO

T)6 OCT 19 PY 39

ESTRADA STRATEGIES FRANCHISE, INC

3400 Inland Empire Blvd., Suite 101

Ontario, California 91764

(909)476-3510

www. estradastrategies. com

FRANCHISE OFFERING CIRCULAR FOR PROSPECTIVE FRANCHISEES

Estrada Strategies Franchise, Inc. is offering a franchise where the franchisee will operate a business which provides training and behavioral modification services primarily to Entrepreneurs, presidents and other top business executives. These services are provided primarily through educational forums called ESTRADA STRATEGIES CEO Club.

The initial franchise fee is $35,000 for a single location. The estimated initial investment required for an ESTRADA STRATEGIES CEO Club franchise ranges from $43,338.95 for the low to $ 77,206.95 for the high, to include the Area Development fee for two additional ESTRADA STRATEGIES CEO Club franchises.

Estrada Strategies also offers an Area Development Agreement within this UFOC where a franchisee may secure a specific area to develop a minimum of three (3) ESTRADA STRATEGIES CEO Club territories. The Area Development fee required to be paid at the time of signing the Area Development Agreement, will be a $5,000 deposit towards each additional franchise to be developed within the development area agreed to by Estrada Strategies and the Area Developer Franchisee. The franchise fee for the second Estrada Strategies CEO Club will be $30,000 and then $25,000 for the third and each subsequent franchise to be established within the Development Area. There are no additional fees to be paid prior to the franchisee opening the second and subsequent areas according to the Area Development Agreement schedule at the time of signing the Area Development Agreement. (See Exhibit C)

Risk Factors:

1. THE FRANCHISE AGREEMENT PERMITS YOU TO ARBITRATE ONLY IN THE STATE OF CALIFORNIA. OUT OF STATE ARBITRATION MAY FORCE YOU TO ACCEPT A LESS FAVORABLE SETTLEMENT FOR DISPUTES. IT MAY ALSO COST MORE TO ARBITRATE WITH THE FRANCHISOR IN CALIFORNIA THAN IN YOUR HOME STATE.

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

3. THE FRANCHISE AGREEMENT REQUIRES YOU TO BRING SUIT IN CALIFORNIA. CERTAIN STATE LAWS MAY SUPERSEDE THIS PROVISION. SEE EXHIBIT E (State Specific Addendum), IF THIS IS REQUIRED BY YOUR STATE.

4. THERE MAY BE OTHER RISKS CONCERNING THIS FRANCHISE.

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

Registration of this franchise with the state does not mean that the state recommends it or has verified the information in this offering circular. If you learn anything in this offering circular is untrue, contact the Federal Trade Commission.

Effective Date:

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LSTRADA SI RA I 1 Ci IL S

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TABLE OF CONTENTS

Page

ITEM1.........................................................................................................................................................................1

THE FRANCHISOR, ITS PREDECESSORS AND AFFILIATES........................................................................1

ITEM 2.........................................................................................................................................................................3

BUSINESS EXPERIENCE......................................................................................................................................3

ITEM 3.........................................................................................................................................................................3

LITIGATION...........................................................................................................................................................3

ITEM 4.........................................................................................................................................................................3

BANKRUPTCY.......................................................................................................................................................3

ITEM 5.........................................................................................................................................................................3

INITIAL FRANCHISE FEE....................................................................................................................................3

ITEM 6.........................................................................................................................................................................4

OTHER FEES..........................................................................................................................................................4

ITEM 7.........................................................................................................................................................................8

INITIAL INVESTMENT.........................................................................................................................................8

ITEM 8.......................................................................................................................................................................II

RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES.................................................................11

ITEM 9.......................................................................................................................................................................12

FRANCHISEE'S OBLIGATIONS........................................................................................................................12

ITEM 10.....................................................................................................................................................................13

FINANCING..........................................................................................................................................................13

ITEM 11.....................................................................................................................................................................13

FRANCHISOR'S OBLIGATIONS........................................................................................................................13

ITEM 12.....................................................................................................................................................................20

TERRITORY..........................................................................................................................................................20

ITEM 13.....................................................................................................................................................................22

TRADEMARKS.....................................................................................................................................................22

ITEM 14.....................................................................................................................................................................23

PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION.................................................................23

ITEM 15.....................................................................................................................................................................24

OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THE FRANCHISE BUSINESS.......24

ITEM 16.....................................................................................................................................................................25

RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL.........................................................................25

ITEM 17.....................................................................................................................................................................25

RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION....................................................25

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ITEM 18.....................................................................................................................................................................29

PUBLIC FIGURES................................................................................................................................................29

ITEM 19.....................................................................................................................................................................29

EARNINGS CLAIMS............................................................................................................................................29

ITEM 20.....................................................................................................................................................................30

LIST OF OUTLETS...............................................................................................................................................30

ITEM 21.....................................................................................................................................................................33

FINANCIAL STATEMENTS................................................................................................................................33

ITEM 22.....................................................................................................................................................................33

CONTRACTS........................................................................................................................................................33

ITEM 23.....................................................................................................................................................................33

RECEIPT................................................................................................................................................................33

EXHIBITS

A List of Effective Dates

B Franchise Agreement

C Area Development Agreement

D List of State Administrators/Agents for Service of Process

E State Specific Addendum

F List of Franchisees

G List of Franchisees Who Have Left the System

H Financial Statements

I Table of Contents of Operations Manual

J Franchisee Compliance Certification

K. Sample of General Release

Receipt

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ITEM1 THE FRANCHISOR. ITS PREDECESSORS AND AFFILIATES

The Franchisor and Our Predecessors

To simplify the language in this Franchise Offering Circular "we," "our," "us" and "Estrada Strategies," means Estrada Strategies Franchise, Inc., the Franchisor. "You" means the person, corporation, partnership or other entity who buys the franchise, the Franchisee. If a corporation, partnership or other entity is the Franchisee, "You" includes the Franchisee's owners. Estrada Strategies is a California corporation that was incorporated on the September 11, 2006 as an "s" corporation for the primary purpose of offering and supporting franchisees of Estrada Strategies. Our principal business address is 3400 Inland Empire Boulevard, Suite 101, Ontario, California 91761.

Estrada Strategies agent for service of process is disclosed in the acknowledgment of receipt and Exhibit D, of this Franchise Offering Circular.

Predecessors and Affiliates

Estrada Strategies has no predecessors and was created to offer franchises for a business similar to the business operated by Estrada Strategies, LLC ("ES LLC"), a Delaware limited liability company that was formed on December 5, 2000, and owned by Ruben Estrada our President. ES LLC has operated a similar business to the one being franchised since December, 2000, in the state of California. Estrada Strategies has not previously offered franchises in this or any other line of business; and does not intend to offer franchises in the future. However, ES LLC signed a license agreement for one (1) independent licensee operating a substantially similar business to Estrada Strategies in Tennessee. The existing licensee will be afforded the opportunity to convert to becoming a franchise substantially similar to the franchise being offered by Estrada Strategies. ES LLC owns the marks used in the operation of the franchises offered here and has licensed the marks to us as described in Item 13. ES LLC is wholly owned by the owner of Estrada Strategies and it is the intent of Estrada Strategies to incorporate the experience, business practices and methods utilized by ES LLC in its future business operations with its franchisees. Estrada Strategies will remain affiliated with ES LLC in order to provide such assistance and for the benefit of its experience as is practical.

Other than the relationship Estrada Strategies has with ES LLC, there are no predecessors or other affiliates.

The Franchise Offered

Estrada Strategies is a franchising company which sells and grants franchises for the operation of ES CEO Clubs known as The ESTRADA STRATEGIES CEO Club (ES CEO Club(s)). ES LLC currently operates one ES CEO Club which is substantially similar to the franchise being offered by Estrada Strategies.

Estrada Strategies franchises or authorizes you to use the trademarks of and to operate an ES CEO Club. An ES CEO Club provides training and behavioral modification services to entrepreneurs, presidents and other top business executives. We primarily do this through continuing educational forums called Estrada Strategies CEO Clubs (ES CEO Club). As a franchisee, you (or someone designated by you and approved by us, called a "Facilitator") will be authorized to solicit ES CEO Club Members (sometimes "Members"), conduct ES CEO Club meetings, and provide training and behavioral modification services to these Members at these meetings. Currently, the services you will provide focus on six specific business disciplines divided into 24 separate training modules. We franchise these rights under the agreement attached as Exhibit B (the "Franchise Agreement"). You must operate your ES CEO Club according to the standards, specifications, procedures and business format created, developed and designated by us at an approved location (the "Premises") within a Designated Market Area (the "DMA").

You will operate your ES CEO Club utilizing our business formats, methods, procedures and training materials (the "System") under certain trademarks, service marks and other commercial symbols which we may periodically designate including, without limitation, "Estrada Strategies CEO Club" and the "Executive Maturity Curve, (the "Marks").

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Your customers/Members will be primarily entrepreneurs, presidents and top business executives of companies of all sizes.

We have never offered franchises in this or any other line of business prior to this offer. We will begin granting franchised in November, 2007. The effective date of this Offering Circular for certain state(s) is listed on Exhibit A.

Estrada Strategies remains competitive by continuous coaching and training with all franchisees.

Franchise territories consist of Six Thousand and Five Hundred (6,500) licensed businesses in the Territory. Estrada Strategies will only establish one franchisee per territory as defined in this paragraph and called the DMA.

Franchise Agreement

Estrada Strategies offers to enter into franchise agreements ("Franchise Agreements") (included as Exhibit B to this offering circular) with qualified legal entities and persons ("you") that wish to operate ESTRADA STRATEGIES CEO Club franchise.

Under a Franchise Agreement, Estrada Strategies will grant you the right (and you will accept the obligation) to operate ESTRADA STRATEGIES CEO Club franchise is an agreed-on Designated Marketing Area (the "DMA"). (In this offering circular, the term "Franchised Business" means ESTRADA STRATEGIES CEO Club franchise; franchised to you under a Franchise Agreement.)

If you are not an individual, then you must designate one of your owners, who must be an individual person with at least a ten percent ownership interest in the franchisee entity, and who must be reasonably acceptable to Estrada Strategies (the "Designated Principal"), to be involved in the general management of your Franchised Business; even if you hire a manager to handle the day to day operations of the franchise..

Area Development Agreement

Estrada Strategies may also offer an area development agreement (the "Area Development Agreement") (included as Exhibit C to this offering circular) with qualified corporations and persons (an "Area Developer"), which grants the right to establish and operate a specified number of ES CEO Club franchises in a specified area (the "Development Area") at specific locations that must be approved by Estrada Strategies, each under a separate Franchise Agreement. Estrada Strategies will enter into Development Agreements under which at least three ES CEO Club franchises will be developed by an Area Developer.

Area Developers must open each ES CEO Club franchise, following the Development Schedule set forth in Exhibit A to the Development Agreement. The Area Developer must exercise each development right by itself executing a Franchise Agreement for the establishment and operation of an ES CEO Club franchise.

Industry-Specific Regulations

While we are not aware of any regulations specific to the industry, there may be laws or regulations in your state which apply to providing educational courses of a commercial basis. Additionally, your franchise may be subject to federal, state and local laws, regulations and guidelines relating to consumer protection and/or "truth in advertising." You may also be subject to general laws relating to businesses, including those relating to employment, labor and taxes. Please consult your lawyer about all of these laws, rules and regulations.

You must comply with all local, state, and federal laws that apply to your Franchised Business's operations, including for example; discrimination, employment, and sexual harassment laws. If you lease space for your franchise business, if applicable under the Americans with Disability Act of 1990 that requires readily accessible accommodation for disabled persons and therefore may affect your building site elements, entrance ramps, doors, bathrooms, drinking facilities, etc. You will be responsible for obtaining any applicable real estate permits (e.g., zoning), real estate licenses, and operational licenses that may be required in your local area. This business cannot be operated from a home based office.

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Competition

You will compete with existing and other businesses performing similar services on a national or regional basis.

The Executive Club (TEC)

The Alternative Board (TAB)

Professional Roundtable Organization (PRO)

ITEM 2 BUSINESS EXPERIENCE

The following is a list of our directors, officers, and other executives who have responsibility for the franchise program.

President and Chief Executive Officer: Ruben A. Estrada

Ruben has been the President and Chief Executive Officer of Estrada Strategies Franchise, Inc. since its date of incorporation, September 11, 2006. Ruben has also been the President and Chief Executive Officer of our affiliate, Estrada Strategies, LLC since its date of incorporation, December 5,2000.

Director of Marketing & Client Services: Linda Gellis

Linda has held her position with Estrada Strategies, LLC since April, 2002 and her current position with Estrada Strategies Franchise, LLC since September 11, 2006. Prior to joining Estrada Strategies, Linda worked with the Ontario California Chamber of Commerce as the Director of Business Relations and Events from August 1999 to April 2002. From June 1995 to May 1999 Linda was the co-owner of an automotive & towing company located in Covina, CA.

Director of Business Development: Mark Estrada

Mark has held his position with Estrada Strategies Franchise, Inc. since September 11, 2006; and is also the Director of Business Development for Estrada Strategies, LLC, since August, 2004. Prior to joining Estrada Strategies, Mark held the position of District Service Manager with Aramark Uniforms in Sylmar, CA and Paramount, CA from July 2001 until joining Estrada Strategies; and with Cintas Uniforms in Whittier, CA as District Manger, from September 1999 until July 2001.

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 discussed in this Item.

ITEMS INITIAL FRANCHISE FEE

Initial Franchise Fee

All franchisees pay a $35,000 lump sum franchise fee ("Franchise Fee") when they sign the Franchise Agreement. We use proceeds from the Franchise Fee to defray a portion of our expenses in connection with the sale and establishment of franchises, such as (1) costs related to developing and improving our services; (2) expenses of preparing and registering this offering circular; (3) professional fees; (4) costs of obtaining and screening franchisees; and (5) general administrative expenses.

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If you hire a Facilitator to manage the franchise and facilitate the coaching and training sessions, your Facilitator must be approved by us. Either you, or someone you designated as the Facilitator, must attend our Estrada Strategies CEO Club Initial Training Program ("Initial Training") within 3 months of signing the Franchise Agreement.

If we determine that you or the person you designate has failed to satisfactorily complete Initial Training, we will require that you immediately hire a substitute Facilitator and arrange for his or her completion of the Initial Training to our satisfaction.

You will also be required to purchase an initial package of marketing materials from us as follows: A minimum of five (5) Estrada Strategies Posters (motivational posters to put in your office and/or sell to clients) at $75 per poster ($375); Letterhead, Envelopes and Business Cards (500 each) (approximately $550 total at the current pricing schedule); 500 Direct mail postcards for the 4-step direct mail campaign at the current price of $440 and 200 Gold Coins with the Estrada Strategies CEO Club logo on one side and the letters TUIT on the other side, at the current price of $1.35 per coin ($270 total). This initial marketing package is included in the Item 7 - Initial Investment chart.

All fees are uniform. All fees and deposits are non-refundable.

Area Development Fee

If you are going to be an Area Developer, and agree to develop a minimum of three franchises, then you will sign an Area Development Agreement and pay us an area development fee (the "Area Development Fee"). The amount of the Area Development Fee will depend on the number of ES CEO Club franchises to be developed under the Development Agreement, and will be calculated as follows: $35,000 for the first ES CEO Club franchise, $5,000 deposit towards the second ES CEO Club franchise fee of $30,000, and $5,000 deposit for each subsequent ES CEO Club franchise fee of $25,000 to be opened under that agreement. The Area Development Fee will be due in a lump sum on the signing of an Area Development Agreement. The Area Development Fee is fully earned and nonrefundable regardless of whether you enter into a Franchise Agreement for any of the Franchised Business, in consideration of administrative and other expenses we incur in entering into the Development Agreement, and for our lost or deferred opportunity to enter into the Development Agreement with others. (Section 4.1 of the Area Development Agreement)

If you meet our obligations under the Development Agreement and are not otherwise in default under any other agreement with us, you will pay the balance of $25,000 for the second and $20,000 for each subsequent ES CEO Club franchises, at the time of signing each subsequent franchise agreement according to the development schedule as outlined and agreed to in Exhibit A - Data Sheet, to the Area Development Agreement. You must sign a Franchise Agreement for each Franchised Business under the Development Agreement at the time you pay the balance to us, and we will credit the portion of the Area Development Fee that you paid attributable to that Franchised Business towards the Franchise Fee due for that Franchised Business. The Franchise Fees and Area Development Fees are uniform.

ITEM 6 OTHER FEES¹

NAME OF FEE

AMOUNT

DUE DATE

REMARKS

Royalty Fee

Greater of 30% of total Gross Revenue or minimum royalty. (See Royalty reduction scale).²

Monthly on the 6^th of each month

following the month due.³

Gross Revenue means all dues, fees,

charges and other income from the

Franchise.³

You will be responsible for invoicing

and collecting from your members.⁴

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NAME OF FEE	AMOUNT	DUE DATE	REMARKS
Training of Additional Persons⁵	Then-current charges, currently $ 100 per additional person per day	On demand.	Initial Training furnished to additional people, schedule permitting.
Additional Training Programs⁶	Then-current charges, currently $500 per person, per day.	On demand.	Additional training after the initial training has been attended by you and one additional person.
Transfer	$10,000 Transfer Fee	Before transfer.	Payable by you or transferee. No charge if franchise transferred to a corporation or limited liability company which you control.
Transfer Referral Fee	Greater of 6% of sales price or $25,000 Franchisee will pay broker if one is involved in the sale See above for training of new franchisee	Before transfer.	If you request, we will assist in finding a transferee for you. If you sell to a buyer we find, you will owe us the greater of 6% of sale price or $25,000. The $10,000 transfer fee will also be owed to us.
Renewal	$2,500	Before renewal.	See Section 2.2.5 of the Franchise Agreement.
Early Termination Fee	Liquidated damages equal to the present value (using the then-current 30-Year Treasury Bond rate) of the Service Fees Franchisee would have paid Franchisor for the number of months remaining in the Franchise Agreement had Franchisor or Franchisee not terminated it.	Cashier's check paid immediately upon termination	Only applies if we terminate you under Paragraph 14 of the Franchise Agreement or you terminate without cause
Audit	Cost of audit plus cost of yearly independent auditor's report on financial statements.	On demand.	Payable only if there is an understatement of Gross Revenues or if audit is made necessary by your failure to furnish reports on time.
Late fees	1.5% per month; plus 10% of overdue amount.	Immediately	If any payments due us are not paid within five (5) days of due date.
Insurance'	Amount of premiums for the insurance required by Paragraph 10.J of the Franchise Agreement	Upon invoice	If you fail to buy required insurance, we may buy it for you and you must reimburse us.
Indemnification	You must pay us amounts we incur for any claims from your operation of the Business or misuse of the Marks.	On demand	You must defend, indemnify and hold us harmless. Includes all costs of defense of claims.
Management Fee	Up to 60% of Gross Billed Revenues if we must appoint a manager on your behalf.	Upon invoice.	If you are unable to manage the business for any reason.
Intranet and Software Support Fee⁸	$ 159 per month, per user for the Intranet	Monthly upon invoice	Intranet and proprietary software that manages contact relationships, online document storage, calendar, intra company communications, Operations manuals online and company relations.

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NAME OF FEE	AMOUNT	DUE DATE	REMARKS
Subscriptions	$29.95 per month	Monthly upon invoice	Presenternet.com is the company that hosts live interactive webinars/seminars over the web for the CEO clubs Teleclub.
Marketing Materials	Approximately $300-500 per month	Upon Invoice	Letterhead, envelopes, business cards; Direct mail postcards, posters and Round TUIT Gold coins w/logo.
Local Advertising	Not to exceed $300 per month	As agreed	May be required in the future.
Local Telephone and On-line Directories	Varies	As agreed	You must advertise in local directories and pay the local directories directly.
National Ad Fund¹⁰	Not to exceed $300 per month	Due on the 10^th. day of each month due	May be activated in the future; and if so, will be payable by direct debit. Exhibit D
Fees for Electronic Fund Transfer Payment Program	Sums assessed by banks	Upon invoice
Fees for Credit Card Charges"	Sums assessed by credit card companies	Upon invoice

NOTES TO ITEM 6:

All Fees are imposed by and payable directly to us at our corporate headquarters. All Fees are paid via Credit Card on file or Checking account funds direct draft. Unless otherwise noted, these fees are non refundable.

² You will charge your Members an initial enrollment fee and then subsequent monthly fees. With respect to the initial enrollment fee, you will pay to us for each new enrolled Member, a royalty fee equal to the greater of 30% of the enrollment fee or $1,200. With respect to each Member's subsequent monthly fee, you shall pay us, each month, for each Member, the greater of a royalty of 30% of the monthly fee or $222.22. With respect to Teleclub subscriptions of $600 per year for each Member, 30% of the fee. (When monthly reoccurring Royalties exceed $4,000.00 then the member royalty fee is reduced to $175.00 per member above $4,000.00. When Monthly reoccurring Royalties exceed $6000.00 then the member royalty fee is reduced to $125.00 per member above $6,000.00)

You are required to pay us a "Minimum Royalty Fee" of $500 per month for months 3-12 after the opening of your Franchise Unit; $1,000 for months 13-36 after the opening of your Franchise Unit; and $1,500 thereafter through the term of the Franchise Agreement.

³ "Gross Revenues" means the entire amount of all dues, fees, charges and other income of the Franchise Unit (whether or not received by us on your behalf from all Members from the operation of the franchise) or in any way related to the franchise as fully described in Paragraph 9.C of the Franchise Agreement.

⁴ We (or our designee) will not bill the Members of your Franchise Unit for services rendered by you or though the Franchise Unit. You will bill all Members on your behalf and they will pay all fees and other charges by credit card or Checking Account Drafting directly to you. If any Member(s) pays any monies to you directly, you shall, within 7 days, notify us of such payment and remit the royalty fee owing to us. In the event that the fees we receive from your members during a calendar quarter are not sufficient to support payment of the Minimum Royalty Fee, we will bill you for the difference and you must pay to us directly this amount upon receipt of the invoice.

We will not charge you for the billing services outlined above. However, if you create a complicated fee structure, have specialized billing arrangements or your activities require above average administrative billing

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actions on our part (i.e., one or more of the members fails to remit dues payments on receipt of invoice in accordance with our standard terms which you must communicate to the members, as part of the enrollment process), we have the right to charge you a fee for these billing services. You or your Members shall be responsible for all NSF (non-sufficient funds) and/or other related merchant service fees. All collection efforts shall be controlled and completed by you.

⁵ The Initial Program is provided to you or the manger of the Franchise Unit and one other person who will be operating the Franchise unit as part of your Training/Support Materials Fee. You are responsible for all expenses, including travel, room, board, local transportation expenses and your wages and the wages of your managers and other agents or employees incurred in attending Initial Training. Currently, we charge a fee of $ 100 for each additional person you bring to the initial training program, space and schedule permitting.

⁶ If you request us to train an additional person or new manager, after you and your first manager attended the initial training program included with the franchise fee, we will charge a fee of $500 per person, per day to attend a new training session. You are responsible for all expenses, including travel, room, board, local transportation expenses and your wages and the wages of your managers and other agents or employees incurred in attending the new training session(s).

⁷ As set forth in the Franchise Agreement, your insurance coverage must cover us, our affiliates and successors, as well as our respective directors, officers, employees, agents, shareholders, designees, contractors, representatives and assigns.

^s You will be required to use the Estrada Strategies Franchise Intranet for Data Base Management, Financial management, document management and intra-company communication. Estrada Strategies Franchise, Inc., will use the Intra-net for franchise wide marketing, royalty management, financial reporting/benchmarking, communications and franchise coaching.

⁹ You will need to maintain an adequate supply of stationery to include - letterhead, envelopes and business cards for correspondence; direct mail postcards, and marketing supplies to give or sell to your clients, to include - posters and the Gold Round TUIT coins with our Logo on one side and the words TUIT on the other side.

¹⁰ At such time that we activate the National Ad Fund (when there are at least 20 franchisees), you will be required to participate and pay the minimum monthly fee, not to exceed $300 per month.

¹¹ There may also be a service fee for credit card charges or checking account drafting made by you or you're Franchise Members. The service fee does not apply to credit card charges that we process for you.

AREA DEVELOPER - OTHER FEES¹

NAME OF FEE	AMOUNT	DUE DATE	REMARKS
Training Assistance	Then-current charges, currently $500 per person, per day.	On demand.	Additional training and assistance you request.
Transfer	$10,000 Transfer Fee	Before transfer.	Payable by you or transferee. No charge if franchise transferred to a corporation or limited liability company which you control.
Transfer Referral Fee	Greater of 6% of sales price or $25,000 Franchisee will pay broker if one is involved in the sale See above for training of new franchisee	Before transfer.	If you request, we will assist in finding a transferee for you. If you sell to a buyer we find, you will owe us the greater of 6% of sale price or $25,000. The $10,000 transfer fee will also be owed to us.

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ITEM 7 INITIAL INVESTMENT

DESCRIPTION	ESTIMATED AMOUNT	METHOD OF PAYMENT	WHEN DUE	WHETHER REFUNDABLE	TO WHOM PAYMENT IS TO BE MADE
Franchise Fee¹	$35,000	Lump Sum	Upon Signing of Franchise Agreement	No	Us
Area Development Fee²	-$0- 10,000	Lump Sum	Upon signing the Area Development Agreement	No	Us
Support Materials Fee^J	$1,650-2,000	Lump Sum	Upon Signing of Franchise Agreement or 30 days prior to opening	No	Us
Travel/Living Expenses for Training	$500-3,000	As Incurred	As Incurred	Not normally	Third Parties
Rent*	$500-2,000	As Incurred	Monthly	Supplier approval	Third Parties
Security Deposit⁶	$500-2,000	As Incurred	As Incurred	Supplier approval	Third Parties
Utility Deposits'	$100-500	As Incurred	As Incurred	Supplier approval	Third Parties
Equipment/Fixtures"	$0-2,000	As Incurred	As Incurred	Supplier approval	Third Parties
Computer System*	$0-3,000	As Incurred	As Incurred	Supplier approval	Third Parties
Software¹⁰	$0-1,000	As Incurred	As Incurred	Supplier approval	Third Parties
Business Licensing, Legal, Accounting¹¹	$500-2,500	As Incurred	As Incurred	Unknown	Third Parties
Phones and Internet Service¹²	$100-300	As Incurred	Monthly	Supplier approval	Third Parties
Intranet Service ^u	$159-477	As invoiced	In Advance	No	Us or Third Parties
Subscriptions¹⁴	$29.95	As Incurred	As Incurred	Supplier approval	Third Parties
Insurance Deposit¹*	$100-400	As Incurred	As Incurred	Supplier approval	Third Parties
Initial Adversting¹⁰	$200-1,000	As Incurred	As Incurred	Supplier approval	Third Parties
Marketing/Networking¹'	$1,000-2,000	As incurred	As Incurred	Supplier approval	Third Parties
Additional Funds ^IB	$3,000-10,000	As Incurred	As Incurred	Unknown	Third Parties
Estimated Initial Investment¹⁹	$43,338.95-$ 77,206.95

Explanatory Notes

¹ Franchise Fee - The Franchise Fee is $35,000 for the first franchise purchased. If you decide to purchase a second or subsequent franchise, you will pay the price for the second/subsequent franchise units in effect at that time which may be higher than $35,000, unless you have signed an Area Development Agreement with your first franchise.

² Area Development Fee - The Area Development Fee shown in the chart above represents the minimum of 2 additional ES CEO Club franchises to be developed and opened by you in a specific territory if you choose to become an Area Developer. The -0- represents no additional franchises and the high represents the minimum of two additional franchises. A portion of the Area Development Fee will be credited against the Franchise Fee for the Franchised Business to be developed in order to satisfy the Development Schedule. The Franchise Fee and Area Development Fee are fully non-refundable. See Item 5 for further details regarding the Franchise Fees and Area Development Fees. At the time you sign the single unit franchise agreement and the area development agreement,

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you will only be required to pay the initial fee and the deposits on the two additional franchises. You will not incur additional expenses other than those listed in the above chart until such time that you prepare to open the second and each consecutive franchise according to the development schedule. We do not provide financing for any of these fees.

³ Support Materials Fee - You will be required to purchase an initial package of marketing materials from us as follows: A minimum of five (5) Estrada Strategies Posters (motivational posters to put in your office and/or sell to clients) at $75 per poster ($375); Letterhead, Envelopes and Business Cards (500 each) (approximately $550 total at the current pricing schedule); 500 Direct mail postcards for the 4-step direct mail campaign at the current price of $440 and 200 Gold Coins with the Estrada Strategies CEO Club logo on one side and the letters TUIT on the other side, at the current price of $1.35 per coin ($270 total). This will be ordered on line from our web site and will be shipped direct to you by our preferred vendors.

⁴ Travel/Living Expenses for Training - These costs will vary depending on factors such as mode of travel, distance traveled to training and quality of hotel accommodations selected by you. The low represents the estimates for one person from a close proximity to our training location and the high represents the estimates for two people traveling with air fare.

⁵ Rent - You are required to establish an official place of business. The minimum space requirements for your office are 10X20 square fee. While you may purchase office space, we recommend that you lease office space and, if possible, lease an office, conference room and other services available through executive office suites or similar type arrangements. The above estimate reflects a range of lease costs through such services. Traditional commercial business leases may require build-outs and/or cost much more. Because real estate and lease costs vary widely, we are unable to provide very meaningful cost estimates. We will not approve a home address, or anything that resembles a non-business address, post office box locations or other box addresses as a legitimate address for the Franchise Unit.

⁶ Security Deposit - Most office spaces will require a minimum security deposit that is normally based on your monthly rent.

Utility Deposits - As outlined in #5 above, we recommend that you lease office space through executive office suites or similar type of arrangements. Normally, the rent will include your utilities and you may not have to pay any deposits to have them turned on in your office. If you rent from a different type of commercial location, you may be responsible for paying deposits and utility costs prior to opening for business as agreed to between you, your landlord and the utility companies.

⁸ Equipment and Fixtures - Depending on your leasing agreement with your landlord, your rent may include office furniture and file cabinets. If it does not, and you do not already own a professional desk and office equipment, you may be required to lease or purchase these items to outfit your office in a professional manner.

⁹ Computer System - You are required to have a computer system, printer and high-speed cable/DSL access to the Internet that permits you to perform your obligations and services to Members; that meets our standards and specifications. See Item 11 for details on computer requirements.

¹⁰ Software - We will provide you, at no additional charge, certain software for the operation of your Franchise Unit. We may change software requirements at any time and at our sole discretion. This means that you may need to purchase certain required software in the future. You will need to have Microsoft Office Suite Professional installed on your computer system.

¹¹ Business Licensing, Legal. Accounting - You must comply with all state and local laws, including those requiring persons and entities doing business within a state or locality to qualify to do business and, if applicable in your situation, laws governing corporations or other business entities. You will incur costs to comply with these laws. These costs will vary from region to region and will also depend upon the form in which you do business (for example, as a sole proprietor or as a corporation).

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Phones and Internet Service - You will need to have a business line for the franchise. You are required to subscribe to an Internet Service Provider ("ISP") offering cable, DSL or some other form of high speed Internet. We recommend a high quality, reliable and nationally recognized ISP. We reserve the right to specify a mandatory ISP at any point in the future, and we reserve, in our sole discretion, the right to prohibit the use of specific ISPs whose level of service/method of operation may not be acceptable to us.

¹³ Intranet Service - We have established a Franchise Support System through a system wide Intranet that uses proprietary software. You are required to subscribe to this service and it is mandatory that you check the Intranet at least once each business day and appropriately respond to all communications. The chart shows the current pricing for the Intranet Service listed with the low representing one user per month and the high figure representing 3 users per month.

¹⁴ Subscriptions - You are required to subscribe to Presenternet.com at the current monthly subscription fee of $29.95 per month for the hosting of live interactive webinars and seminars over the web. This program is used with the Teleclub, which is a lighter version of the CEO Club and outlined in the Operations Manual.

¹⁵ Insurance Deposit - The estimate represents an initial deposit for the coverage necessary to operate the business and represents approximately 3 months of coverage. Insurance costs will vary depending on factors such as the size and location of the Franchised Business. Your obligations with respect to insurance are more fully described in Item 8.

¹⁶ Initial Advertising - The amount shown is for advertising to be conducted in connection with the opening of your franchise and does not include any contributions to the Advertising Fund. The opening advertising plan is to be approved by us and will be payable to third party suppliers.

¹⁷ Marketing/Networking - You are required to invest a minimum of $300 per month in marketing and networking functions. Following completion of your Initial Training, you will need to spend a minimum of $300 the first full month and then ongoing. This minimum marketing investment will be required for 12 consecutive months, or the investment of $3000, or through the generation of 10 active paying Estrada Strategies CEO Club Members, whichever occurs first. This represents industry associations, chamber of commerce, and other similar networking associations in your area.

¹⁸ Additional Funds - You are required to have from $3,000 to $10,000 as initial additional funds for start-up expenses and miscellaneous operating costs for approximately 3 months. These figures are estimates and we cannot guarantee that you will not have additional expenses starting the business. The additional funds requirements depend on several factors including, location of your office, number of employees, and other economic factors. This estimate does not include any amount for your salary or draw during that 3-month period. We relied on our founders experience in setting up and operating a business of this type to complete this estimate. You should review these figures carefully with a business advisor before making any decision to purchase the franchise.

¹⁹ Estimated Initial Investment - This represents an estimate of the expenditures you will need to make to purchase the Franchise and operate during the first 3 months. We do not offer direct or indirect financing to franchisees for any item. None of the fees paid to us are refundable except as expressly stated in Item 5.

All total investment figures represent approximate costs based on the size of your area of operation, location and if you sign an Area Development Agreement. A lower cost franchise does not include the Area Developer Agreement being signed; you owning the suggested office furniture, computer and fixtures. The high costs franchises require higher office rents and deposits, possible interior renovations, furniture, equipment costs, employee salaries and other related expenditures. Additionally, if you sign the Area Developer Agreement, you will agree to open a minimum of 2 additional Outlets and be required to pay the initial deposits on each one at the time of signing the Area Development Agreement. We have based the listed expenditures, estimated figures and additional funds in the above chart on prior and present experience of our founder, who currently owns and operates a similar business since franchise since December 2000 in California. You should review these figures carefully with a business advisor before making any decision to purchase the franchise. We do not offer financing directly or indirectly for any part of the initial investment. The availability and terms of financing will depend on factors such as the

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availability of financing generally, your credit worthiness, collateral you may have and lending policies of financial institutions. The estimate does not include any finance charge, interest or debt service obligation.

ITEM 8 RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES

You must purchase your CEO Club manual/workbooks, letterhead, envelopes, business cards, posters, direct mail postcards and Gold TUIT coins according to our specifications from us or our approved suppliers only. These specifications include quality of paper and card stock, inks used for logo art work, poster stock and metal stock for coins; standards for delivery, performance, design and appearance. At the present time, we or our approved suppliers are the only approved suppliers of the listed products. We are a new franchisor and we are unable to provide you with an accounting of any revenues that we may earn in the future once we have active franchisees in the system. The cost of these products purchased in accordance with specifications represents 10% of your total purchases in connection with establishment of your franchise.

If you would like to purchase these items from another supplier, you may request our "Supplier Approval Criteria and Request Form." Based on the information and samples you supply to us and your payment of a $500 fee, we will test the items supplied and review the proposed supplier's financial records, business reputation, delivery performance, credit rating and other information. Our review typically is completed in 30 days.

You will conduct your coaching, training and client monitoring according to our guidelines as outlined in the Operations Manual and will not veer from the structure and guidelines we provide to you, without our prior written consent. You will not use any other workbooks but the ones we provide to you prior to the beginning of each client's CEO Club training. These services are considered Proprietary Assets of Estrada Strategies and we are the only approved supplier of the services listed in this paragraph.

The proprietary software (Estrada ERP) that is owned by our affiliated company ES LLC, manages the Intranet through our preferred supplier, currently Tecknica, from the contact relationship management (CRM) to your financials; links your data base, financials and online franchise specific document management and storage; manages your calendar, on-line operations manual, intra company communications, relationship management and your links on our Estrada Strategies Website. Under the terms of the franchise agreement (Section 7.1.2), you agree to register and use these services during the term of the franchise agreement. The monthly user fee for the Intranet is presently $159 per user, per month.

Other than the required purchase of the goods and services listed in the above paragraphs, we do not presently have any other required specifications and do not currently negotiate purchase arrangements with other suppliers or vendors to obtain price terms or any other benefits of a buying cooperative for our franchisees for equipment, goods, fixtures, computer hardware and software or real estate relating to the establishment or operation of the franchised business.

Computer and Other Hardware

You are required to own or purchase certain computer equipment and peripherals for use in your business. We do not require any brand name equipment or any specific supplier but will require that you provide us with a list of the equipment you have purchased, or have available for your use during the operation of the franchised business. The minimum requirements for your computer system is as follows:

Computer - Pentium Processor 4 CPU - 2.40 GHz with a minimum of 512 MB RAM; Color Monitor; Software -Microsoft ® Windows XP Professional and Microsoft Office Suite® Professional installed on the system; Printer -Black and White or Color with a minimum of 600 rendered dpi black and 1200 optimized dpi color; Fax machine with a minimum 33.6 K Modem. (HP OfficeJet 7410 All-in-One or similar Multi use printer will cover all of your needs for the printer, fax and copier, but is not a required item) You will also need to have cable or high speed internet hookup for accessing the internet and Intranet.

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Insurance

You must at all times during the term of the franchise maintain in force at your sole expense: (1) property insurance on a replacement cost basis at minimum limits based on the total value of your assets (including, but not limited to, fire, extended coverage, vandalism and malicious mischief); (b) primary general liability insurance with a minimum limit of $1,500,000 (including, but not limited to, coverage for personal injury, products and contractual liability); (c) primary automobile liability insurance with a minimum limit of $1,500,000 (including, but not limited to, owned automobiles, titled or leased in your name and the name of your owners and used at any time, whether principally or occasionally in the business); and (d) worker's compensation insurance (in your name) as required by applicable law. If no such law exists, then you must participate in such other comparable insurance as required by us. If your state recognizes and permits self-insurer programs, your participation in such a program will satisfy our requirements under Paragraph 14.1(d) of the Franchise Agreement. If deductible plans are approved and used in your state, coverage may be purchased on this basis subject to the requirements of your insurance carrier. All insurance policies must be issued by an insurance carrier rated A, or better by Alfred M. Best & Company, Inc. All liability insurance policies must name us, and any subsidiaries and affiliates which we designate, as additional insureds entitled to the coverage afforded to all named insureds, without regard to the other insurance or self-insured program which we may have in effect, and must also provide that we receive thirty (30) days prior written notice of termination, expiration, cancellation, modification, or reduction in coverage or limits of any such policy. We may also reasonably increase the minimum liability "limit" protection requirement annually and require different or additional kinds of insurance to reflect inflation, changes in standards of liability, higher damage awards in public, product or motor vehicle litigation or other relevant changes in circumstances. Prior to opening, and annually thereafter, you must submit to us a copy of the certification of or evidence of the renewal or extension of each such insurance policy or any modifications to any such insurance policy, which must describe the applicable deductibles for each such policy.

Except as described above, we will not derive revenue as a result of your purchases or leases in accordance with our specifications or standards or from approved suppliers. We provide no material benefits to franchisees based on their use of approved suppliers.

ITEM 9 FRANCHISEE'S OBLIGATIONS

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

Obligation	Section(s) in Franchise Agreement	Section(s) in Development Agreement	Item in Offering Circular
(a) Site selection and acquisition / lease	5	3.2	7&11
(b) Pre-opening purchases/leases	5	None	7 and 8
(c) Site development and other pre-opening requirements	5	3.2	8 and 11
(d) Initial and ongoing training	6	8.2	11
(e) Opening	5	None	11
(0 Fees	4 and 13	4	5 and 6
(g) Compliance with standards and policies/Operating Manual	8, 10, and 13	5	8, 11, and 14
(h) Trademarks and proprietary information	8.8, 8.10, 9, and 10.2	1.4	13 and 14

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Obligation	Section(s) in Franchise Agreement	Section(s) in Development Agreement	Item in Offering Circular
(i) Restrictions on products/services offered	1.3 and 8.6	1	5, 8 and 16
(J) Warranty and customer service requirements	23	None	16
(k) Territorial development and sales quotas	1 and Exhibit A	None	12
(1) On-going product/service purchases	8	None	8
(m) Maintenance, appearance and remodeling requirements	5 and 8	None	8
(n) Insurance	14	None	7 and 8
(o) Advertising	12	None	6, 7, 8, and 11
(p) Indemnification	21.4	12.4	None
(q) Owner's participation / management and staffing	8.3 and 8.4	None	15
(r) Records/reports	12	5.3 and 5.4	6
(s) Inspections/audits	8.9	None	6 and 11
(t) Transfer	15	7	17
(u) Renewal	2.2	None	17
(v) Post-termination obligations	18.3 and 1.7	6.6	17
(w) Non-competition covenants	18	8	17
(x) Dispute resolution	27	16	17

ITEM 10 FINANCING

Estrada Strategies does not offer direct or indirect financing, nor do we guaranty your notes, leases, or other obligations, but we may decide to offer indirect financing in the future.

ITEM 11 FRANCHISOR'S OBLIGATIONS

Except as listed below, we need not provide any assistance to you.

Pre-opening Obligations

We are required by the Franchise Agreement and Area Development Agreement to provide certain assistance and service to you.

Franchise Agreement. Before you open your Franchised Business:

1. We will make available, at no charge to you, specifications for the basic business set-up, fixtures,

furnishings and equipment required to operate the business, including suggested equipment manufactures; though Franchisee is under no obligation to purchase from any specific supplier or manufacturer. (Section 3.1 of the Franchise Agreement)

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2. We will provide you and one employee with our standard initial training program (unless you are an area developer and the Franchise Agreement is for your third or subsequent Franchised Business). (Training is also discussed below in this Item 11 under the subheading "Training.") We will be responsible for the cost of instruction and materials, subject to the terms stated in the Franchise Agreement and you will be responsible for the costs related to travel, meals, lodging and other related expenses for you and your employee(s). (Sections 3.2 and 6 of the Franchise Agreement)

3. We will provide training for additional staff at your request at the additional training fee of $100 per person, per day; when attending the Initial Training at the same time that you attend, and you will be responsible for all related travel and lodging expenses. (Section 3.2.1 of the Franchise Agreement)

4. We will loan to you during the term of the Franchise Agreement one copy of our confidential operations manual, which may contain one or more handbooks or manuals and other written materials (collectively, the "Manual"). The Manual will contain mandatory and suggested specifications, standards and operating procedures which we will intermittently prescribe for Franchise Units, and information about your other obligations under the Franchise Agreement. The Manual may be occasionally modified to reflect changes in the authorized services, standards, operating procedures, nonprofessional specifications and other aspects of the System and the operation of the Franchise Unit. (Section 3.3 of the Franchise Agreement)

5. We will provide you a list of our then-current designated or approved suppliers. (Franchise Agreement, Section 3.7)

6. While not specifically obligated to do so under the Franchise Agreement, provide you with guidance in selecting a location for the franchise. The site will be approved by us prior to the execution of the Franchise Agreement; (Franchise Agreement - Section 3.10)

Training

Before your Franchised Business opens, you must complete all of our initial training requirements. Unless you are an area developer and you are opening your third or subsequent Franchised Business (the differing requirements for area developers are described below) you (or, if you are other than an individual, your Designated Principal) and, if applicable, an additional Facilitator, or General Manager must attend and successfully complete, to our satisfaction, the initial training program that we offer and which will take place at our headquarters in Ontario, California. Estrada Strategies will normally run training programs bi-monthly, or as required. (See Item 15 for details regarding our requirements for the management and operation of the Franchised Business). Additionally, we may also require that other persons, up to one additional person who will operate a Facilitator and/or the General Manager if you will not directly run the day to day operations; must attend and successfully complete the initial training program. Estrada Strategies will bear the cost of all training (instruction and required materials), for the initial training program and all other training, except as described below additional training and assistance that we provide at your Franchised Business. You will bear all other expenses incurred in attending training, such as the costs of transportation, lodging, meals, wages, and worker's compensation insurance (see Items 6 and 7 of this offering circular). If you are an area developer, then by the time you are developing your third Franchised Business, you must be prepared (by meeting all of our requirements) to train the General Manager and other managerial personnel for your third and subsequent Franchised Business. This requires that you have management personnel who have completed to our satisfaction our initial training program and who continue to meet our standards and requirements for providing this training to other managers, and that you conduct the training of these additional managers according to the programs and requirements that we specify in the Manual(s) and other written materials. If we determine that you or your managers do not meet these requirements, we may require that your additional managers attend and complete the initial training program we provide for new franchisees.

If you (or the Designated Principal) or the General Manager cease active employment in the Franchised Business, then you must enroll a qualified replacement (who must be reasonably acceptable to Estrada Strategies) in our initial training program promptly following cessation of employment of the individual, provided that you may train General Managers in accordance with Section 6.3 of the Franchise Agreement. The replacement Designated Principal and any required managers will complete the initial training program as soon as is practicable and in no

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event, later than any time periods we specify from time to time in the Manual(s) and otherwise in writing. Replacement managers must be trained according to our standards and you may be permitted to provide such training directly, provided you meet our then-current standards for qualifying as a training facility. Estrada Strategies have the right to review any personnel you trained and to require that such persons attend and complete, to our satisfaction, our initial training program.

We provide Initial Training, which lasts for approximately 5 days, at our corporate headquarters in Ontario, California. We anticipate offering Initial Training on a bi-monthly basis. You or the initially appointed manager must attend Initial Training within 3 months of signing the Franchise Agreement. Initial Training covers the subjects listed in the table below. There is no separate charge for Initial Training for you and one other person. As part of Initial Training, we will also spend approximately 2 days with you at your location, generally in conjunction with your initial marketing activities. Instructional materials include text, handouts, overhead slides, videotapes and the Operations Manual. You are solely responsible for all expenses of attending Initial Training including travel, lodging, meals, miscellaneous expenses and employee compensation of those attending. Initial Training is mandatory. We may require you to attend other training programs during the term of the franchise, including regional or national franchise conferences. Estrada Strategies have the right to change the duration and content of our initial training program.

The following chart describes Initial Training:

SUBJECT	INSTRUCTIONAL MATERIALS	HOURS OF CLASS ROOM TRAINING	INSTRUCTOR
Company History	Material, other sample material	2	LINDA GELLIS
Business Overview	Material, other sample material	2	MARK ESTRADA
ES CEO Club Concept	Material, other sample material	4	RUBEN ESTRADA
Introduction to Estrada ERP Intranet Training	Laptop/projector	5	Ruben Estrada
Sales & Marketing Techniques to Attract ES CEO Club Members	Material, other sample material	4	LINDA GELLIS, MARK ESTRADA
The Initial Interview with Potential ES CEO Club Members	Material, other sample material	2	RUBEN ESTRADA
The ES CEO Club Program	Material, other sample material	2	RUBEN ESTRADA
ES CEO Club Training and Behavioral Modification Materials, review of Operations Manual	Material, other sample material	8	RUBEN ESTRADA
ES CEO Club Program Presentation Skills	Material, other sample material	2	RUBEN ESTRADA
Role Play Activity; Facilitated Practice; Individual Practice	Material, other sample material	1	RUBEN ESTRADA
Business Plan & Marketing Plan	Material, other sample material	2	RUBEN ESTRADA
Organizational & Administration Details	Material, other sample material	2	LINDA GELLIS
Wrap Up/Review		1	ALL STAFF
Field Support/Training at Your Location	Not Applicable	Approximately 2 days at your location for your initial CEO Club Opening (no additional charge)	Staff

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Our primary training instructors are Ruben Estrada, Linda Gellis and Mark Estrada who have been with us since our incorporation. Information concerning their background and experience is disclosed in Item 2.

At the orientation session, you will also have an opportunity to review our Operations Manual. You must strictly comply with the terms of the Operations Manual in operating your Franchise. We may change the Operations Manual and you must comply with those changes. The table of contents of the Operations Manual as of the date of this offering circular is as follows:

Topic		Total Pages
I.	Introduction
	A. Welcome to the Estrada Strategies Franchise Family	I
	B. History & Overview	I
	C. Franchisee Obligations	3
	D. Estrada Strategies Products	4
	E. Pre-Opening
	A. Establishing an Office	2
	B. Initial Inventory	1
I	Corporate Culture	6
II.	Growth Systems	10
III.	Client Retention Systems	8
IV.	Administrative Systems	5
V.	Operational Systems	7
VI.	Information Technology Systems	10
VII. Finance Systems		3

Continuing Obligations

We are required by the Franchise Agreement to provide certain assistance and service to you. During the operation of your Franchised Business:

1. We will review and will have the right to approve or disapprove all advertising and promotional materials that you propose to use. In the future when there are enough franchisees, we may establish and administer the National or Cooperative Ad Funds. (Section 3.4 of the Franchise Agreement)

2. We may provide periodic advice or offer guidance to you in the marketing, management, and operation of the Franchised Business as we determine at the time(s) and in the manner determined by Estrada Strategies. (Section 3.5 of the Franchise Agreement)

3. We will conduct, as we deem advisable, inspections of the operation of the Franchised Business. (Section 3.6 of the Franchise Agreement)

4. We will, in the Manual(s) (or otherwise in writing as determined by us), provide you with a list of suppliers designated and/or approved by us to supply products, signage, materials and services to franchisees in the System. (Section 3.7 of the Franchise Agreement)

5. On a regular basis, we will provide you with a monthly Web Based Franchise Owners Tele-club designed to familiarize you and your facilitators with the up-coming month's curriculum and sharing of best practices. In addition, we will provide thirty (30) minute, weekly one-on-one phone coaching to you during the term of the franchise. (Section 3.9 of the Franchise Agreement)

6. We will make available additional training programs, as we deem appropriate. (Sections 6.4, 6.7 of the Franchise Agreement)

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7. We will give you periodic and continuing advisory assistance as to the operation and promotion of the Franchised Business, as we deem advisable. (Franchise Agreement, Section 3.7)

8. We will have the right, at our sole discretion, to establish and administer the National Ad Fund as stated in the Franchise Agreement and as described below in this Item 11. (Franchise Agreement, Section 13.2)

The Franchise Agreement does not require us to provide any other assistance or services to you during the operation of the Franchised Business. As the Development Agreement relates to the development of Franchised Business, the Development Agreement does not require us to provide any other assistance or services during the operation of the Franchised Business.

Development Agreement:

Except as listed below, we need not provide any assistance to you under the Development Agreement.

We will provide you with the same assistance and support as outlined by each Single Unit Franchise Agreement. We are not required by the Franchise Agreement or Development Agreement to furnish any other service or assistance to you before the opening of your Franchised Business.

Computer System and Proprietary Software '

You will need to acquire (either by purchase or lease) the computer hardware and software system (a "Computer System") that we may specify from time to time. (Franchise Agreement, Sections 7.1). The term Computer System refers to hardware, software for the management and operation of the Franchised Business and for reporting and sharing information with Estrada Strategies, including modems, cables, etc. Our requirements may fluctuate as does the price and availability of new computer technology. As of the date of this offering circular our requirements are described below.

The hardware that we currently use and recommend is not proprietary to us, but, is proprietary property to the vendors you will purchase from. We do not currently require you to maintain the contracts for hardware and software maintenance, support and upgrade services for the Computer System you purchase or operate. The current, estimated costs for purchasing these services from the vendors are described in Item 7 of this offering circular.

The proprietary software (Estrada ERP) that is owned by Estrada Strategies, manages the Intranet through a preferred supplier from the contact relation ship management (CRM) to your financial; links your data base, financials and online franchise specific document management and storage; manages your calendar, on-line operations manual, intra company communications, relationship management and your links on our Estrada Strategies Website. The monthly user fee for the Intranet is presently $159 per user, per month.

We reserve the right to change our specifications in the future to take advantage of technological advances or to adapt the system to meet operational needs and changes. We may require you to bring any computer hardware and software, related peripheral equipment, or communications systems into conformity with our then-current standards for new ES CEO Club franchises. In connection with a proprietary program in the future, we or an approved vendor may require you to sign a license or maintenance agreement in order to obtain and use the proprietary program. Other than providing you with information regarding our specifications and requirements for the Computer System, we are not required to assist you in obtaining hardware, software or related services. We will endeavor to keep these changes infrequent and reasonable in cost, but the Franchise Agreement does not impose a limit as to the number or cost of such changes to the Computer System.

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