UFOC

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Sample UFOC

ITEM 1. THE FRANCHISE, ITS PREDECESSORS

AND AFFILIATES

THE FRANCHISE (FS)

For purposes of incorporating plain English into this offering circular, FS means FOOT SOLUTIONS, INC., the Franchisor. "You" means the person, partnership, or corporation that purchases the Franchise, and includes the Franchisee's owners.

FS will offer You, individuals, partnerships, or corporations, a Franchise Agreement for a single Franchised business to be operated within a specific Area/Territory.

FOOT SOLUTIONS, INC. (FS), is a Georgia corporation, with its principal office located at 2359 Windy Hill Road, Suite 220, Marietta, Georgia 30067. The telephone number is (770) 955-0099, facsimile number is (770) 953-6270, email is . and web site address is www.footsolutions.com. FS currently conducts business under the trade names and service marks of, "FOOT SOLUTIONS" and "FOOT SOLUTIONS HQ" as described in Item 13, in connection with the Franchises described in this offering circular.

The state agents for service of process are listed in Exhibit D.

The Franchise was founded, by Raymond J. Margiano, after test marketing the foot care and comfort shoe specialty retail concept from 1996 to 2000. During this period, market surveys, analysis of the pedorthic / orthotic market, interviews and visits with certified pedorthists, podiatrists, and medical and retail specialty shoe outlets took place over a four year period to thoroughly test the concept before beginning the Franchise network. The Franchise was incorporated in the State of Georgia on August 21, 2000, under the name FOOT SOLUTIONS, INC., and began offering and granting Franchises in September of 2000. The first franchise was opened October 2000 in Atlanta, Georgia.

PREDECESSOR

FS has had no predecessors

Description of FS Business and the Franchise Offered Hereby:

FS is a high-tech, specialty foot care retail business that focuses on health, wellness, comfort, fit and style and making people feel good through the utilization of today's technology and special fitting ten step scientific techniques. Computer foot scanning and analysis, custom accommodative insoles, orthotics, arch supports and an extensive line of comfort extra depth shoes designed for dress, play, work or exercise, brings together in one location an integrated system and products for total foot care and comfort. The focus is on working with people to solve foot problems and to make people feel better through proper fit,and to provide shoes and products designed to fit the actual shape of the foot.. The foundation is a replication of the bottom of the foot through computer mapping and custom made insoles and orthotics.

The FS center is a high end specialty retail store typically located in an upscale strip center, with normal operating hours of 10:00 A.M. to 6:00 P.M., Monday through Friday, and 11:00 A.M to 5:00 P.M. on Saturday. This is a business that relies heavily on referrals, and many customers make appointments to ensure sufficient time to achieve proper fit. The business is for people that like to help others, and is about working with the customers to solve their personal foot care and foot problems through the application of the appropriate products and proper fitting and adjustments. The target market is the 40 and older client. Generally, these are the people who must be properly fitted for shoes, due to foot problems that require special attention and specialty products. Another target market is those who exercise regularly or stand on their feet a lot. These are the clients that are searching for shoes that make them feel better, and are interested in preventative measures to keep from developing foot problems. Improved balance, increased strength, better posture, minimize or eliminate foot, ankle, knee, and lower back pain are of great interest to them.

FS Franchises the right to operate a foot care business in a protected territory utilizing FS fitting, marketing, store operating techniques and controls. FS is a specialty foot care retail concept with no major competition in a unique market niche that is in the beginning of its business life cycle. FS brings several services and products together to position itself as a unique business opportunity. There are no regulations specific to the industry, other than the standard laws and regulations applicable to business in general. The basic Franchise is non-medical. Expansion of the business into areas that could be defined as medical may require certification or licensing in some states. Laws and regulations vary from state to state.

The Franchise is characterized by the system, which includes special fitting techniques and products for care of the feet. The system includes management control techniques, store setup assistance, specialty equipment, special startup promotions, advertising and promotional methods and programs; procedures for keeping books and records; and sales and technical training and materials, all of which may be changed, improved, and further developed by FS. Employing the system as set out in the manuals, You will own and operate a specialty foot care specialty retail center, with the services outlined in Your specific Franchise Agreement.

FS identifies the system, under certain trade marks, service marks, logos, emblems, and indicia of origin (names and marks), including, but not limited to, the name and mark "FOOT SOLUTIONS" and "FOOT SOLUTIONS HQ," and such other trade names and service marks as are or will be designated by FS in writing. The names and marks are discussed in more detail in Item 13.

BRIEF OVERVIEW OF THE FOOT SOLUTIONS OPPORTUNITY:

The FOOT SOLUTIONS (SPECIALTY HEALTH AND WELLNESS RETAIL) is for the

growing percentage of the population who experience sore and tired feet, with a focus on the population over the age of 40, the fastest growing market in the United States today. This is a specialty retail foot care center with high tech computer foot scanning for custom insoles and orthotics, with specially designed shoes for work, play, dress or exercise that not only feel good, but look good. The concept includes a wall of retail products designed for complete foot care. These products are focused on the 300 million dollar market for over-the-counter orthotics and self-help foot care items, in addition to the specialty comfort shoe market. The product mix allows You to focus on foot care for everyone, with reduced inventory required because of the custom procedures, inventory control, and products used and a centralized warehouse. These are amazing products that produce results, and in some cases qualify for reimbursement through Medicare and/or insurance.

The availability of computer scanning technology allows for the generation of custom accommodative inserts, orthotics and customized footwear using today's technology to guarantee a perfect fit. These products have been successfully used to treat many physical problems. Properly designed orthotic inserts can eliminate knee, joint, and lower back problems. Other products available can increase energy, strength, and balance that can be demonstrated with immediate results in Your store. These are high margin, unique product lines and services to help resolve customers' discomfort in the neck, shoulder, back, hips, knees, ankles, and feet. There is a tremendous marketing opportunity, with a wide range of end users available through referrals from professional sources. These products can be used by everyone. This unique, affordable specialty retail business has little competition.

AFFILIATES

Raymond J. Margiano, chief executive officer, founder, and primary shareholder of FS is also the founder and primary shareholder of HEEL QUIK!, INC., the largest and number one ranked personal service shoe repair Franchise in the world, franchising since 1985. There is no similarity or competition between FS and HEEL QUIK!, other than Raymond J. Margiano.

Raymond J. Margiano is also the Founder and major shareholder of SHU-RE-NU EQUIPMENT, INC., in operation since 1985, and the last remaining manufacturer of shoe repair equipment in the United States until it moved manufacturing of equipment outside of the United States. SHU-RE-NU is the largest distributor of shoe repair and orthotic / pedorthic equipment, as well as a unique line of supplies utilized in the shoe repair and orthotic / pedorthic marketplace.

The referenced affiliates do not operate a business of the type to be operated by You; nor does it offer Franchises that compete with Your business. The affiliate companies provide the Founder of FOOT SOLUTIONS, INC. with a wealth of knowledge and support for FS.

A fully staffed FS Training Center, CAD/CAM Custom Orthotic Lab and Warehouse facility, referred to as the Technical Support Center, is located at 1730 Cumberland Point Drive, Suite 5, Marietta, Georgia 30067. NOTE: The Foot Solutions Training Center was approved by the BCP (Board for Certification in Pedorthics) in December 2002 and the Foot Solutions Training Classes, upon successful completion, meet the Pedorthics pre-certification education requirements.

The FS Pedorthists Training Center, Operational Company Store, Marketing Support Center and Corporate offices are located in the Windy Hill Village Shopping Center, Suite 215 and Suite 220, 2359 Windy Hill Road, Marietta, Georgia 30067.

These operations are maintained solely for the purpose of providing support to the FS Franchise operation.

ITEM 2. BUSINESS EXPERIENCE

President/CEO Chairman of the Board: Raymond J. Margiano

Margiano is the primary stockholder of FOOT SOLUTIONS, INC., and brings to the table exceptional experience and working credentials in the field of franchising and building, operating, and growing businesses. Margiano has a Bachelor of Science degree in Business from the University of New Haven and a Masters Degree in Computer Science from Rensselaer Polytechnic Institute. Margiano held executive management positions with Sikorsky Aircraft, United Technologies, Sybron corporate staff, and was General Manager of Bostitch Auto-Soler Division (Textron) before starting his own business. Margiano is the Founder and primary stockholder in HEEL QUIK!, INC., with 700 operations located in 30 countries. Margiano is also the Founder and primary stockholder in SHU-RE-NU EQUIPMENT, INC., the only manufacturer of shoe repair equipment in the United States today, which offers a line of equipment and supplies used in the orthotic / pedorthic market. Margiano has extensive Franchise experience and has been an associate member of FRANNET as an international Franchise consultant for five years. Margiano has actively participated as an international speaker on franchising and business, and has received numerous awards and recognition for his many business achievements (e.g., Atlanta Small Business Person of the Year, Blue Chip Award, etc.).

Board of Directors: William Slater Vincent

Vincent accepted a position as a member of the Board of Directors. He is an Assistant Professor of Business Law at the Kennesaw State College in Georgia, with an M.B.A. and J.D. from Emory University, Atlanta, Georgia; an expert in the areas of consumer and Franchise law. Vincent provides a wealth of knowledge and experience gained through practicing law, lecturing, and consulting with individuals and corporate clients.

Chief Operating Officer: John E. Hellriegel

Hellriegel is a senior executive with extensive experience in Franchise sales and operations, with a BS from Cornell University and an MBA from Georgia State University. Franchise experience includes A&W Restaurants, Checkers Drive In Restaurants, and Dunkin Donuts.

Financial Controller - Phillip Woody

Woody is a seasoned accounting executive holding Senior level and Controller positions in a number of

companies in the Atlanta are. Woody has a Bachelor of Business from Georgia State with a major in

Accounting.

Vice President of Production and Distribution Center - David M. Winchell

Winchell holds a BA degree in pre-law and an MBA from the University of Nebraska. He is responsible for the successful operation of Shu-Re-Nu, Foot Solutions allied company and fulfillment agent. Winchell has over 25 years of related experience including 13 years with Payless Shoes as a technology executive.

Director of Marketing - Samantha Forness

Fomess has a BA in advertising/marketing from the University of Central Florida. Forness has over 10 years experience in marketing/advertising positions including National Marketing Manager for The Athlete's Foot, an international athletic shoe retailer. Forness brings strong franchise/marketing credentials to her position with Foot Solutions.

Vice President Training, Operations and Support: Marjorie Bonsall

Bonsall is a Board Certified Pedorthist and Orthopedic shoe technician with 30 years of practical experience, and is the founder and owner/operator of two (2) independent foot and shoe care centers in

Northern California, known as Walk Rite Shoes, Inc. Bonsall has authored many articles on foot care and proper foot fitting, and is a frequent speaker and educator for the Pedorthic Footwear Association as an experienced buyer and store operator with exceptional sales and marketing skills. Bonsall is an ongoing support consultant primarily in the areas of purchasing, store operations, and general training.

Franchise Support Consultant - William F. Faddock, PPM

Dr. Faddock is a graduate of Ohio College of Podiatric Medicine, Cleveland, Ohio - Doctor of Podiatric Medicine 1969; in private practice from 1969 to 1986; Gill Podiatry Supply from 1986 to 2002.Dr. Faddock provides site evaluation, training, store opening, and ongoing support to the Franchisees, sharing his knowledge and networking within the podiatric medical community. Dr. Faddock was President of the Georgia Podiatric Medical Association, as well as the Chairman of Podiatric Medicine Surgical Section of Atlanta Hospital. Dr. Faddock has trained and assisted a number of doctors in opening practices in the Southeast.

Manager, New Product Development - William J. Ison. CPED

Ison utilizes his 40 years of experience in the shoe industry to provide in-house pedorthic lab and milling center services for prescription orthoses work sent to the corporate center. Ison is involved in training and store support, both in the field and through the corporate office Training facility. Ison held positions^ as buyer, retail operations manager, general manager of a large group of retail stores, and has an extensive background in the shoe retail business.

New Store Construction and Setup Supervisor - James S. Cabe

Cabe, serves as the equipment support technical person involved in the build out and store opening support team. Cabe was involved in the manufacture of shoe repair machinery, and served as technical service and customer service advisor with Stanley Bostitch (Auto-Soler) and has almost twenty (20) years of experience in the equipment and Franchise business.

Group Leader, Laboratory Technician - Roger P. Chase

Chase assists with training classes on an as needed basis, and serves as in-house technician for pedorthic footwear modification and custom orthotic duties, with more than ten years of experience in footwear modification.

New Store Opening Order Supervisor - Tammy R. Bogumill

Bogumill supervises and processes all new store opening orders for the FS franchise operations, and has in excess of twenty (20) years of experience in the footwear and related industries.

Executive Assistant - Donna Densmore

Densmore reports directly to the CEO providing executive assistance in all phases of the business of franchising at the corporate level. Densmore has a wealth of experience in the footwear industry, she worked for The Athlete's Foot corporate office for three (3) years and has a strong customer service and operational background.

Accounting Manager - Donna English

English serves as Accounting Supervisor, providing support in multiple capacities. Her knowledge and expertise in the day-to-day operation of the corporate office. English has been with the companies for fifteen (15) years,providing stability and continuity to the Accounting Department functions

Franchise Support Contact - Elizabeth Hubauer

Hubauer coordinates the Corporate office's franchise support, including customer service, and has provided administrative support to the Franchisees for over ten (10) years..

Consultant - Podiatrist - Nathan H. Schwartz, D.P.M.. F.A.C.F.A.S.

Maryland University - Ohio - College of Podiatric Medicine, Residency - Northlake Community Hospital. Schwartz operates a successful private practice, lectures, and is published. He serves on committees researching treatments for various foot ailments and holds patents. Dr. Schwartz consults with those involved in the training program and on pedorthic footwear modification and frequently speaks at Pedorthic Footwear Association meetings.

ITEM 3. LITIGATION

There is no litigation to be disclosed in this Offering Circular.

ITEM 4. BANKRUPTCY

No person previously identified in ITEM 1. or ITEM 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 4.

ITEM 5. INITIAL FRANCHISE FEE

You are required to pay FS an initial Franchise fee of Twenty-Seven Thousand Five Hundred ($27,500) Dollars for a FOOT SOLUTIONS (SPECIALTY FOOT CARE RETAIL CENTER).

The initial Franchise fee is uniform in all cases, and is fully earned by FS upon execution by You of the Franchise Agreement. The initial Franchise fee is paid in full by You upon execution of the Franchise Agreement.

You shall agree and commit to purchase specific equipment required to successfully operate your FS store, including computer foot scanning equipment, point of sale system, and equipment necessary for back room minor modifications and adjustments to shoes and insoles. In addition, store opening inventory, start up supplies, store fixtures, signage, and approved build out materials must be purchased through FS or approved affiliate companies. You shall agree to maintain the FS specific design criteria, by utilizing the same materials, color schemes, and store fixtures, as well as purchase all inventory and stock through FS or approved affiliate companies. FS will approve or disapprove You prior to execution of the Franchise Agreement, and the initial Franchise fee is nonrefundable.

ITEM 6. OTHER FEES

NAME OF FEE AMOUNT DUE DATE REMARKS

<1>
Royalty	5% of total	Payable on the 15* day of the	Net sales of
	net sales	Payable on the 15* day of the	the store are to be
		following	reported to FS no later than
		month	the 15thof each month. Do not include sales or use tax. Net sales is gross sales less sales or use tax and returns.
<1>
Grand	$6,000	Prior to third	Grand opening advertising is
Opening	(minimum)	month after	coordinated and controlled
Advertising	$10,000	opening	through the FS Marketing Depai
<1>
National	2% of total	Same as	The National
Advertising	net sales	royalty fee	Advertising Fund is targeted primarily in the areas in which it is collected.
Insurance	Coverage of	Paid directly	Comprehensive
	$1,000,000	by Franchisee	liability insurance
	Plus		for bodily injury, property damage.
<2>
Audit/	Cost of	Due by 15^th	Weekly statement
Accounting	services	of each month	of net revenues

NAME OF FEE

AMOUNT

DUE DATE REMARKS

<1>

Assignment Fee

$5,000.00 to $10,000

At time of

transfer (Base fee is $5,000. Other fees include travel and living expenses, plus $250 per day for in-the-field support during turnover.)

Transfer fee is due when Your Franchise is sold, for FS consulting, documents, support,

and training of new Franchisee in the operation of the store is complete.

<1>

Additional Training

Improvement/ Alterations

$400

per day

in-field

training

in operational

store.

At Your expense

<3>

Participation

in Your Council

Not to exceed $200 per year

Prior to date FS will train up to four (4)

training people at the same time.

commences Additional training may be provided at FS Training Center for an additional charge of $1,000.00 per week per person or $200 per day if regularly scheduled classes can accommodate trainees. Must be approved in advance.

As required by the lease and Agreement

As assessed by council of Franchisees

FS may not (more than once) during term of Agreement require the store be renovated to conform to the FS image.

FS does have in place an Advisory Council of franchisee. At this time there are no council support fees.

V All fees are imposed by and are payable to FS, and are non-refundable.

2/ FS has the right to audit books at its own expense. If such

audit reveals gross revenues have been understated by more than five percent (5%), interest may be assessed from the date of such underpayment, and Franchisee must reimburse the cost of the audit.

3/ FS Franchise owners have controlling voting power on any fees imposed by council cooperatives.

ITEM 7. INITIAL INVESTMENT

The following tables show the average cost to open a FOOT SOLUTIONS (SPECIALTY RETAIL FOOT CARE CENTER). The average cost is based on the experience and best estimates of the Franchisor:

YOUR ESTIMA TED INITIAL INVESTMENT FOOT SOLUTIONS (SPECIALTY RETAIL FOOT CARE CENTER)

METHOD OF - TO WHOM PAYMENT IS

AMOUNT PAYMENT WHEN DUE TO BE MADE

Initial $27,500 Franchise Fee (Note 1)		At Signing of Franchise Agreement	FS
Equipment (Note 2)	$20,000	Prior to Opening	FS and Affiliates
Opening $65,000 (Shoes) Inventory $7000 (Retail) (Note 3) (Note 4)		Primary/Secondary Prior to Opening	FS and Affiliates
Real Estate $ 10,000 to $20,000 (Leasehold Improvements) (Note 5)		Prior to Opening	Contractors and Affiliates
Signage (Note 6)	$3,000 to $8,000	Prior to Opening	Vendor
Advertising (Note 7)	$6,000 to $10,000	Opening	Vendor
Fixtures (Note 8)	$12,500 to $15,000	Prior to Opening	Vendor or Affiliates
Travel and $2,000 to $5,400 Living Expenses (Note 9)		Prior to Opening	Transportation, Hotel, Meals, etc. Providers
Liability Insurance (Note 10)	$1,200 to $2,400	Prior to Opening	Insurance Company

AMOUNT

METHOD OF

PAYMENT WHEN DUE

TO WHOM PAYMENT IS TO BE MADE

Point of Sale $4,000 to $5,000 Prior to Opening FS

System

(Note 11)_________________________________________________________

Miscellaneous $2,000 to $4,000 Opening Suppliers,

Opening Costs Utilities, etc.

(Note 12)

TOTAL COSTS: $165,700 TO $196,300

Working

Capital $30,000 to $40,000 Opening Miscellaneous

(Note 13)

GRAND TOTAL: $195,700 TO $236,300

FS DOES NOT OFFER FINANCING FOR ANY FEES LISTED, BUT WILL PROVIDE ASSISTANCE AND SUGGESTIONS ON THE BEST WAY TO OBTAIN FINANCING. THE RANGE OF COSTS LISTED TO OPEN A FOOT SOLUTIONS FRANCHISE ARE ESTABLISHED FROM ACTUAL STORE OPENINGS. HOWEVER, COSTS WILL VARY FROM STORE TO STORE DEPENDING ON A NUMBER OF VARIABLES. THE INITIAL PHASE OF THE BUSINESS IS DEFINED AS THE FIRST NINETY (90) DAYS FROM PURCHASE OF THE FRANCHISE.

NOTES TO INITIAL INVESTORS:

1. The Initial Franchise Fee is described in detail at Item 5.

2. The FOOT SOLUTIONS (SPECIALTY FOOT CARE RETAIL CENTER) equipment may be purchased or leased from third parties and/or paid for in cash, financed by said third parties or through a financial institution arranged by You. Such items may include, computerized foot scanner, and back room equipment used for shoe fitting and modifications. All equipment must be purchased through FS.

3. The initial shoe inventory will include an opening comfort shoe inventory from approximately ten different suppliers. There is a base inventory of shoes for work, dress, and play. The opening inventory is controlled and selected by FS, and is a key component to the success of the business. Changes must be requested in writing and must be approved by the corporate entity. You may expand your inventory using approved vendors and products after store opening. All stores must carry primary inventory and have recommended selection of secondary inventory.

4. The initial retail inventory is comprised of an extensive line of foot and shoe care products, as well as a line of socks for diabetes and other specialty items.

5. Leasehold improvements may include partition walls, drop ceilings, counters, lighting, floors, resrrooms, counters, air conditioning, electrical, etc. Such improvements will vary substantially, depending on the location and leasehold improvements already made to the leased premises. NOTE: Wallpaper, slat walls, and carpeting must be purchased through FS.

6. The signage consists of individual letters and/or neon back lit FOOT SOLUTIONS signs for internal and external use. Internal signage is purchased through FS; external signage may be purchased through an approved vendor.

7. The initial promotional materials and activities involved in the grand opening advertising campaign may include such items as television commercials and infomercials, radio, direct mail letters, brochures, newspaper ads, and other advertising which are necessary to establish Your future success. There is a three (3) month plan which must be implemented thirty (30) days prior to store opening, and will be controlled through the FS Marketing Department.

8. Store fixtures include point of sale counter, chairs, benches, display center piece, window display units, and storage shelves.

9. Travel and living expenses are used to cover transportation costs, hotel and living expenses during the ten (10) days of training held in Atlanta, Georgia.

10. Comprehensive liability insurance for product liability, bodily injury, and property damage in the amount of a minimum of one million dollars.

11. Computerized point of sale system is a critical point of the FS system, and is part of the complete store opening package. This system must be purchased through FS.

12. Miscellaneous opening costs include deposits, utilities, legal fees, accounting fees, cleaning materials, office supplies, uniforms, license to operate the store, telephone, and other appropriate services.

13. Additional funds may also include monies that You need to pay personnel, to purchase additional shoe and product lines, and to cover store expenses during the first three (3) months of operation of the store. In addition, additional funds will be needed for on-going marketing and advertising, including a minimum of Two Thousand Dollars ($2,000.00) per month or Ten Percent (10%) of sales, whichever is greater, to build the business during the first year. FS does not offer You, directly or indirectly, financing for any items. Your costs will depend on factors such as: how much You follow the FS methods and procedures; Your management skill, experience and business acumen; local economic conditions and market for our service/product; prevailing wage rates; competition; and sales level reached during the three (3) to six (6) month period. FS utilized its extensive franchising and years of business experience, as well as test stores and other stores opened, to compile these estimates. You should review these figures carefully with a business advisor before making any decision to purchase the Franchise.

ITEM 8. RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES

The FOOT SOLUTIONS foot care concept is designed to operate using specific equipment, materials, lines of comfort shoes, and products to give You the best possible chance of success to maximize Your potential return on investment

Products, equipment, and systems have been chosen, and are implemented after extensive testing and analysis. The primary purpose for purchasing a Franchise is to not have to reinvent the wheel, and to reduce the costs of opening a new business and reduce the risk. You are acquiring years of experience and operating knowledge when You purchase a Franchise. That is one of the primary reasons for the overwhelming success of a Franchise versus an independent owner/operator business.

Group purchasing power, advertising, and branding sets You apart from an independent, providing You a greater opportunity for recognition, acceptance, and success. With these facts in mind, it is imperative that You implement and use the FS products, services, equipment, designs, advertising, marketing, and business systems.

You will receive lists of specific items, and FS identifies those items that must be purchased through FS or approved affiliate companies and vendors. FS has required specifications for equipment, supplies, fixtures, systems, inventory, as well as goods and services related to Your Franchise business. You must purchase these specific items through FS or one of its affiliates. Areas of critical importance include, but are not limited to, the following:

1. Computer scanning and digitizing equipment (2 systems).

2. Point of sale system.

3. Store fixtures and build out materials (slat wall, carpeting, wall paper, counter, seating and display fixtures).

4. Back room equipment for shoe modifications.

5. Back room supplies.

6. Opening shoe and retail inventory.

As FS grows, whenever and wherever possible, it will attempt to private label supplies for the exclusive use of its Franchise associates. In the case of availability of such private labeled products, You will be required to carry and utilize private label products in Your store. These products will consist of specialty shoes, specialty retail foot care items, and computerized foot scanning equipment. These products must be purchased through FS or one of its affiliates. Group purchasing is important to the success of FS and all Franchisees must participate.

If You would like to purchase any items from another supplier, You may request FS to perform an analysis of such products. Based on the information and samples provided, FS will test and review the proposed supplier's financial and business reputation, delivery performance, credit rating, etc. There is no charge for this service. FS has a quarterly review process and all requests will be reviewed and voted on at the Quarterly Review Meeting. Designated and approved suppliers will make a reasonable operating profit on Your purchases. It should be noted where group purchases are made, savings will be passed on to You whenever and wherever possible. All products must support the FS marketing objectives and meet the basic specification requirements. Any products and/or vendors not on the FS Approved List MUST be approved in writing by FS before being offered in your store.

FS shall be entitled, upon request, to periodically review inventory reports from You, including product identification and serial/item numbers, and You shall provide such reports in accordance with the request of FS.

FS derives no revenue or other material consideration from approved suppliers. The proportion of the required purchases is estimated to be sixty percent (60%) of those goods and services necessary to establish and operated the Franchised business. FS has no purchasing or distribution cooperatives at this time.

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

a. Site selection and acquisition/lease

b. Pre-opening purchases/leases

c. Site development and other pre-opening requirements

d. Initial and ongoing training

e. Opening

f. Fees

g. Compliance with standards and policies/procedures manual(s)

h. Trademarks and proprietary information

i. Restrictions on

products/services offered

j. Warranty and customer service requirements

k. Territorial development and sales quotas

1. Ongoing product/service purchases

SECTION IN FRANCHISE AGREEMENT

Section 8. C. &D.

Section 7.A. Section 8. H. & I.

Section 7. A. thru G.

Section 12. A.&B.

Section 8. E.

Section 4., 5., &6.

Section 7. D. Section 8. A. & Section 10.

ITEM IN OFFERING CIRCULAR

Item 6. &11. Item 8. (fell.

Item 6., 8., &11.

Section 9. A, B., & C. Section 11. A., B.,&C.

Section 8.1. & O.

Section 8. G.

Section 2. A. & B. Section 15 A. thruD.

Section 8.1. &0.

Item 11.

Item 5., 6., &7.

Item 11.

Item 13. & 14.

Item 9. & 16. Item 11. Item 12.

Item 8.

m	. Maintenance, appearance and remodeling requirements	Section8.J.,K.,&L.	Item 6.
n.	Insurance	Section 14.	Item 6.
0.	Advertising	Section 6. & Section 7. E.	Item 6.
P-	Indemnification	Section 20. A. B.&C.	Item 11.
q-	Owner's participation/ management/staffing	Section 8. F. & Section 18. A.	Item 11. & 15.
r.	Records/reports	Section 13. A. B.&C.	Item 6. & 11
s.	Inspections/audits	Section 8. N. & Section 13. D.	Item 6. & 11
t.	Transfer	Section 15. & Section 16.	Item 17.
u.	Renewal	Section 3. B. & Section 17.	Item 17.
V.	Post-termination obligations	Section 17.	Item 17.
w.	Non-competition covenants	Section 18.	Item 17.
X.	Dispute resolution	Section 22. A. & B.	Item 17.

ITEM 10. FINANCING

FS does not offer You direct or indirect financing. FS does not guaranty Your note, lease, or obligations.

FS does assist You in establishing a business plan and loan proposal package that You can submit to a bank, leasing company, or Small Business Administration (SBA) program administrator, and FS has been pre-approved by the SBA.

ITEM 11. FRANCHISOR'S OBLIGATIONS

Pre-Opening Obligations:

1. FS will provide pre-opening consultation and training regarding certain areas, including site selection of the store, obtaining financing for your business, opening supply list for the store, initial forms for reporting gross revenues, construction site approval, selling of certain equipment, fixtures and signs you need for the store operation, point of sale system, store blue line layout design, and review of Your opening costs for approvals. If required, architectural stamps and more more detailed drawings must be obtained locally and paid for by Franchisee. (Franchise Agreement, Section 7. (A), (B), (C), (D), (E), and (F), pp. 6 and 7).

2. FS will, upon Your purchase of a Franchise, begin Your pre-opening training program, including videos, DVD's manuals, and web site access. FS will loan to You one (1) copy of the manual(s) for the term of the Franchise Agreement (Franchise Agreement, Section 7. (D), p.7).

3. FS will approve Your lease before execution, if the store will be leased by You (Franchise Agreement, Section 8. (C) p. 8).

4. FS will advise You in the preparation of placement of opening advertising and promotional items during the grand opening campaign. Pre-opening, grand opening, and the first three months of operation are critical to Your success, and You must follow the FS marketing plan. An advertising/marketing package including camera ready artwork, sample coupons, ads, press releases, and other miscellaneous materials are provided to You. FS provides advice, support and specific guidelines to be followed,in connection with Your advertising funds, after the first two months of opening the operation. You are encouraged to utilize Your advertising funds in the most appropriate way and at Your discretion within the area or territory in which You are operating Your Franchise. However, it is strongly recommended that You utilize the suggested marketing and advertising program. (Franchise Agreement, Section 6. (B), p. 5).

5. FS will provide for You and/or Your manager/personnel, not to exceed four (4) persons, pre-opening training programs for a period of two (2) weeks at a location to be designated by FS. Most training is done at FS Pedorthic Training Facility located in Atlanta, Georgia. You are required to attend the initial two (2) week training program. Additional training is not required; however, upon request would be made available at the training center during a regularly scheduled class at no additional cost. A request for additional in-the-field training may be provided at a charge of up to $400 per day. Such training will be provided by an instructor determined by FS to be qualified and experienced in the subjects to be taught relevant to the Franchise operation. Instructional materials will include videos, manuals, training on all aspects of running the business (hands-on computer foot scanning, fitting, shoe/insert modifications, direct interaction with customers in actual sales environment). (Franchise Agreement, Section 7. (B), p. 6). The required two (2) week training program is provided to the new Franchisee at no additional charge, other than the Franchisee's travel and living expenses. FS has and would provide additional training to the Franchisee if requested and needed. Such additional training is not required and/or necessary in most cases. (Franchise Agreement, Section 12. (A), (B), and (C) p. 16). Any additional trainees, beyond the four (4) initial trainees, will be required to pay a training fee of One Thousand Dollars ($1,000.00) per week.

TRAINING COURSE SUMMARY

Specific training sessions have been established for the FS Franchise opportunity. The training sessions will cover:

1. Marketing/ Advertising

2. Customer Service

3. Quality Control

4. Operational Procedures

5. Inventory Control Procedures

6. Accounting Procedures and Controls

7. Computer Foot Scanning

8. Shoe Fitting and Basic Pedorthist Training

9. Computer Training (Point of Sale)

10. Shoe and Insert Modifications

11. Sales

12. Branding Strategies

13. Housekeeping

14. Store Opening and Hands-On Training (Opening Minimum - Two Days)

15. Award Certification - End of Training

16. Continuing Training (Videos, Seminars, Web Site)

The Training Sessions are focused and intense, requiring Your complete attention. The days are long and our objective is to maximize your exposure to our products, services, techniques over a short period of time.

All of the FS Franchise opportunities are easily learned. However, the training will be more effective if You study the required website sessions, pre-training videos, brochures, and manuals prior to the actual training sessions. Also, follow up review is recommended as required for refresher.

NOTE: To complete the Pedorthic Pre-Certification Education Requirements in addition to the two (2) week program, there will be in-store, hands-on training, website training, and the trainee must pass the final exam to qualify for certification exam.

Training Programs:

Because of the importance to the operation of the Store, FS requires You and Your designated manager or assistant to attend and complete, to the satisfaction of FS, the pre-opening training programs conducted at the FS training facility, and/or at a site to be chosen by FS at a date or dates to be set by FS. The schedule for training is determined by the store opening date, and is set as close as possible to that date. Based on the experience of FS, it has been determined that the longer the period between the training and store opening, the less effective the training program is. FS shall provide and pay only for the training instructors, facilities and training materials in connection with Your initial training. At the option of FS, any person employed as the manager of the Store may be required to attend and satisfactorily complete an initial training program. You shall complete and/or shall cause Your employees to complete to the satisfaction of FS, such other initial or additional training as FS may require from time to time in accordance with provisions of the Franchise Agreement.

You and Your employees may also attend such optional training programs as FS may from time to time offer, upon Your payment of a training fee, at the then-current rate per person charged by FS. Any such training fees will be in addition to any other training cost to be paid by You. You must pay all expenses incurred by the Franchisee and its employees for both required and optional training, including the cost of travel, lodging, and subsistence. The expense involved in attending the training program are not included in the Franchise fee and is Your obligation.

FS currently conducts its training programs in Atlanta, Georgia. The initial training will consist of two (2) weeks at the training facility. The training covers such topics as: Computer Foot Scanning, Analysis and Operation, Shoe Fitting, Pedorthist Training, Point of Sale (POS) Training, Operating Procedures, Effective Selling Skills, Telephone Techniques, Procedures for Running the Day-To-Day Business, In-depth Training On The Equipment, Inventory Order and Control, Marketing Tips (proven successful in increasing revenues), Start-up Business Organization Systems and Procedures, and use of forms and contracts necessary for the store. FS will provide the initial training to You upon payment of the total Franchise fee and execution of the Franchise Agreement. Training classes are scheduled once a month at the training facility in Atlanta, Georgia. FS further provides in-the-field support with set up and grand opening.

Various members of the FS corporate staff and other consultants will be involved in the training sessions.

NOTE: Completion of FS complete two (2) week pedorthic training classes, pre-web, DVD training exercises as well as in field training will give you the 120 hours needed to take the C-Ped exam given by BCP twice a year (November/May). We recommend that each store has at least one C-Ped on staff within six (6) to twelve (12) months after initial opening.

Continuing Obligations

During the operation of the Franchised business, FS will:

1. FS will approve all advertising and promotional plans and materials You desire to use, other than those provided by FS corporate. However, FS strongly recommends you follow the FS Marketing plan. (Franchise Agreement, Section 6. (C), p. 6).

2. FS will make such other training programs and/or materials available to Your personnel, as FS deems appropriate at such time and place designated by FS (Franchise Agreement, Section 7 (B), p. 6).

3. FS will make available to You on a continuous, and on going basis, advertising and promotional materials for use by You for local, area and regional advertising of the store (Franchise Agreement, Section 8 (E), p. 8).

4. FS will from time to time offer You, at no charge, bulletins on sales and services, marketing developments and other operational procedures on FS private intranet site. (Franchise Agreement, Section 7(E),. (p. 7).

5. FS may offer You additional consultation advice by representative of FS, providing guidance by telephone and/or by personal visitation from FS representatives, from time to time at the discretion of FS. FS has monthly telephone portal sessions and on going field support. (Franchise Agreement, Section 7 (F), p. 7).

6. FS may conduct, on an annual or other basis, workshops and seminars for the management and operation of Your store, and provide up-to-date sales methods, solicitation techniques, other items, and information for the purpose of helping You generate more gross receipts. You shall bear all costs of attendance at such workshops, seminars or meeting given by FS, including any enrollment fees, transportation, lodging, and subsistence. FS highly recommends attendance at annual meetings to take advantage of continuing training in new procedures and methods available through the workshops and round table discussions with fellow Franchisees. (Franchise Agreement, Section 7 (G),p.7).

Site Selection Methods Used by FS:

FS focuses on upscale strip center spaces of 1000 to 1400 square feet, with the main concern being accessibility, safety, visibility, and easy to find locations. The FS criteria for analyzing potential sites consist of foot and vehicle traffic counts, volume of sales per square foot, average household income in area, average number in household, age and profession of population, growth patterns of area, construction activity (retail, office, and residential), including proximity of medical facilities, retirement homes, etc. All USA site selection is performed by an FS Nationally approved retail brokerage firm. Store location is critical to your success and FS will work directly with you to analyze the area and approve the site..

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

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