UFOC

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

Sample UFOC

FRANCHISE OFFERING CIRCULAR

19 SPORTS CORPORATION

1723 S. Kings Avenue

Brandon, Florida 33511

(813) 662-6773

www.i9sports.com

The franchise offered is for the operation of an i9 Sports® Franchise which utilizes our System, the Copyrights and Marks to operate, market, sell and provide to Adults or Youths (or both), corporate or amateur sports leagues, tournaments, clinics, sport or social activities, products and related services that we designate or approve. We offer two distinct franchise programs:

Single Unit: The initial franchise fee ranges from $12,500 (or $11,875 which includes a 5% VetFran Discount if you are a U.S. military veteran and qualify under the International Franchise Association's VetFran Program) to $18,500 for a single unit franchise. The initial franchise fee may increase if you purchase products or services from or through us prior to the opening of your i9 Sports Business. The estimated initial investment required ranges from $39,500 to $59,900. This sum does not include the cost to purchase or build the business location.

Area Developer: We also offer an Area Development program. An Area Developer will operate within a defined area. Under the terms of our Area Development Agreement, you will pay $100,000 for the right to operate as an Area Developer. As an Area Developer you will be required to open one i9 Sports Business, and then will be required to provide on-going assistance to other franchisees located within your defined area. The estimated initial investment to operate as an Area Developer ranges from $136,250 to $169,900.

Risk Factors:

1.          THE FRANCHISE AGREEMENT PERMITS THE FRANCHISEE TO SUE US ONLY IN HILLSBOROUGH COUNTY, FLORIDA. OUT-OF-STATE LITIGATION MAY FORCE YOU TO ACCEPT A LESS FAVORABLE SETTLEMENT. IT MAY ALSO COST YOU MORE TO LITIGATE WITH US IN FLORIDA THAN IN YOUR HOME STATE.

2.          THE FRANCHISE AGREEMENT STATES THAT FLORIDA 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.          SOME OF THE FINANCIAL STATEMENTS INCLUDED IN THIS OFFERING CIRCULAR MAY NOT HAVE BEEN AUDITED BY INDEPENDENT CERTIFIED PUBLIC

ACCOUNTANTS.

4.           THERE MAY BE OTHER RISKS CONCERNING THIS FRANCHISE.

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

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

Effective Date: ______________

FOR USE ONLY IN THE STATE OF CALIFORNIA

i9Sports/ufoc-19

SPORTS

TABLE OF CONTENTS

PAGE

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

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

ITEM 2.........................................................................................................................................................5

BUSINESS EXPERIENCE.............................................................................................................5

ITEM 3.........................................................................................................................................................6

LITIGATION...................................................................................................................................6

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

BANKRUPTCY...............................................................................................................................6

ITEM 5.........................................................................................................................................................6

INITIAL FRANCHISE FEE............................................................................................................6

ITEM 6.........................................................................................................................................................8

OTHER FEES..................................................................................................................................8

ITEM 7.......................................................................................................................................................10

YOUR ESTIMATED INITIAL INVESTMENT...........................................................................10

ITEM 8.......................................................................................................................................................14

RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES........................................14

ITEM 9.......................................................................................................................................................17

FRANCHISEE'S OBLIGATIONS................................................................................................17

ITEM 10.....................................................................................................................................................18

FINANCING..................................................................................................................................18

ITEM 11.....................................................................................................................................................18

FRANCHISOR'S OBLIGATIONS...............................................................................................18

ITEM 12.....................................................................................................................................................27

TERRITORY.................................................................................................................................27

ITEM 13.....................................................................................................................................................29

TRADEMARKS............................................................................................................................29

ITEM 14.....................................................................................................................................................30

PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION........................................30

ITEM 15.....................................................................................................................................................31

OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THE FRANCHISE

BUSINESS.....................................................................................................................................31

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ITEM 16.....................................................................................................................................................32

RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL.................................................32

ITEM 17.....................................................................................................................................................32

RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION...........................32

ITEM 18.....................................................................................................................................................37

PUBLIC FIGURES........................................................................................................................37

ITEM 19.....................................................................................................................................................37

EARNINGS CLAIMS...................................................................................................................37

ITEM 20.....................................................................................................................................................40

LIST OF OUTLETS......................................................................................................................40

ITEM 21.....................................................................................................................................................46

FINANCIAL STATEMENTS.......................................................................................................46

ITEM 22.....................................................................................................................................................46

CONTRACTS................................................................................................................................46

ITEM 23.....................................................................................................................................................46

RECEIPT.......................................................................................................................................46

EXHIBITS

Exhib Exhib Exhib Exhib Exhib Exhib Exhib Exhib Exhib Exhib Exhib Exhib Exhib

t A          Financial Statements

t B          Form of Franchise Agreement

t C          Form Area Development Agreement

t D          Manual Table of Contents

t E          Form of Staff Confidentiality and Non-Competition Agreement

t F          Form of Principal Owner's Guaranty

t G          Form of Principal Owner's Statement

t H          List of Franchisees and Area Developers

11           List of Franchisees and/or Area Developers Who Have Left the System

t J           List of State Agencies/Agents for Service of Process

t K.          State Specific Addendum

t L          List of and Information Relating to Franchise Brokers

t M         Form of Franchise Compliance Certification

RECEIPTS

R-l Receipt for Franchise-Related Documents R-2-1 Receipt for UFOC (Franchisor copy) R-2-2 Receipt for UFOC (Franchisee copy)

APPLICABLE STATE LAW MAY REQUIRE ADDITIONAL DISCLOSURES RELATED TO THE INFORMATION CONTAINED IN THIS OFFERING CIRCULAR. THESE ADDITIONAL DISCLOSURES, IF ANY, APPEAR IN AN ADDENDUM OR RIDER.

i9Sports/ufoc-19

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ITEM1 THE FRANCHISOR, ITS PREDECESSORS AND AFFILIATES

The Franchisor is i9 SPORTS CORPORATION, referred to as "we," "us," or "our." We do business under our corporate name and the names "i9 SPORTS CORPORATION" or "i9 Sports®."

"You" means a person who acquires a franchise from us. If you are a corporation, partnership or other entity, certain provisions of our Franchise Agreement also will apply to your owners. This offering circular will indicate when your owners also are covered by a particular provision.

We are a Florida corporation, incorporated on July 29, 2002. Our current principal business address is 1723 S. Kings Avenue, Brandon FL 33511. Our phone number is (813) 662-6773 and our website is www.i9sports.com. Our agent in this state for service of process is, if applicable, disclosed in Exhibit "J." We conduct business under our corporate name and under the trade and service marks "i9 Sports®" and other associated logos, designs, symbols and trade dress (the "Marks").

Our Franchise Program

We award franchises to qualified and capable candidates who want to operate businesses (each an "i9 Sports® Franchise" or collectively, "i9 Sports® Franchises") which utilize our System, the Copyrights and Marks to operate, market, sell and provide to others who are "Adults" or "Youths" (or to both), amateur sport leagues, tournaments, sport clinics, social activities, products and services. The i9 Sports Franchises create and supervise amateur sport leagues, tournaments, sporting-related camps, umpire/referee training, sporting clinics, sport-related training programs, sport or social activities and other related services that we may develop (as applicable, collectively, the "Services"), and market and sell to Adults or Youths (or both) products that we designate or approve, like uniforms, T-shirts, jackets, shorts, trophies, hats, caps, visors, sporting equipment, beverages and food, and other products we designate or approve from time to time (collectively, the "Products"). The Products and Services are generally offered in connection with sports leagues, tournaments, clinics, games, training and conditioning programs and other recreational leagues, sporting or social events and the like which we designate or approve ("Events"). i9 Sports® Franchises use our distinctive formats, methods, policies, procedures, league systems, standards, specifications, information, e-commerce systems, affiliation with public and private sector organizations, Computer System and Software, automated registration program and training and business relationships, all of which we may register, change, cancel, alter, amend, further improve, discontinue, develop or otherwise modify, from time to time (collectively, the "System").

We award our i9 Sports Franchise to persons who qualify and who are prepared to operate it using our System, Marks, and Copyrights in a defined geographic area (the "Network Area") under our Franchise Agreement. A copy of the Franchise Agreement is attached to this Offering Circular as Exhibit "B." The i9 Sports® Franchise you are buying is referred to as your "i9 Sports® Business."

We are also offering another program which we call our Area Developer program. If you meet our net worth, operational experience and other requirements, we may award you Area Developer Agreement ("Area Developer Agreement") for the development and servicing of multiple i9 Sports Businesses located within a designated area. This program requires our Area Developer to open one of his own i9 Sports Businesses, but then is responsible for recruiting new franchisees within the designated area and for overseeing the daily activities of franchisees operating within the designated area. An Area Developer shares in our revenue streams. They receive 40% of all initial franchise fees and 60% of the on-going royalties that we collect. An Area Developer will not share in any other fees that are paid to us. An Area Developer must have a net worth of no less than $500,000 in order to qualify for this program.

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We have established and operate a technology-based system for administrative, customer account coordination, billing, revenue collection and commission payment services; and Product or Service ordering, billing and distribution, (collectively, the "Billing System"). The Billing System is a key component to your i9 Sports® Business' operations. A critical part of the Billing System is the interactive i9sports.com website(s) and related webpages and links.

Although all i9 Sports® Franchises utilize the Billing System, i9 Sports® Franchises differ depending on the person ("Customers") utilizing the Products or Services and the Events authorized for such Customers. Individuals below the age of 18 are referred to as "Youth Customers" and 18 or older are referred to as "Adult Customers". Other than the amount of the initial franchise fee paid for the franchise, the manner in which the Network Area is defined, the type of Customers to whom you offer or sell Products or Services, and the number and type of sports authorized for the Customer's Events ("Authorized Sports"), all other aspects of the types of i9 Sports® Franchise businesses are essentially the same. We offer Network Areas for either Adult Customers or Youth Customers.

You will enter into agreements with Customer where you will provide Products and Services. Customer registration, payment and coordination may take place via the Billing System and the i9sports.com website (or other websites we designate). The types of sports that you offer at Events and the type of Customers to whom you are authorized to provide Products and Service are listed in your Franchise Agreement.

The types of sports we currently authorize i9 Sports® Franchises to offer as Authorized Sports include: Baseball, Basketball, Billiards, Bowling, Dodgeball, Football, Golf, Hockey, Kickball, Lacrosse, Soccer, Softball, Stickball, Tennis, Volleyball, Aerobics (including step/low/high impact, cardio, kickboxing, pilates, and yoga), Bodybuilding, Boxing, Cheerleading, Darts, Extreme Sports (including Skateboarding, In-Line Roller Skating and BMX bicycling), Fishing, Martial Arts, Paintball, Rugby, Water Sports (including Canoeing, Kayaking, Jet Skiing, Scuba Diving, Snorkeling, Surfing, Swimming, and Water Skiing), Wiffleball®, Winter Sports (including Ice Skating, Skiing, Snowmobiling and Snowboarding), and Wrestling.

Most i9 Sports® Franchises begin by offering only 1 to 3 of these sports. We limit the number of Authorized Sports (and the types of Customers for those Authorized Sports) and the Products, Services or Events that you can offer based on the fees you pay to us. You may only offer the Products, Services and Events designated in you Franchise Agreement. We have the right to change, alter or amend the type or number of Authorized Sports or the types of Customers who you can offer to at Events at any time. You will recruit, train and develop, Event coordinators, umpires, referees, coaches, league officials, operations staff and other personnel needed to conduct the Events ("Event Personnel"). You will also establish training programs to teach Customers (or, if Youths, their parents or guardians) how to help you conduct and develop the Events and to work with Event Personnel ("Customer Liaisons"). You and the Customer (or their parent or guardian) agree on the fees paid to you for development or operation of an Event, the sale or distribution of the Products or performing, rendering or providing the Services.

We reserve the right to sell sporting goods and related items via our Website as "On-Line Retail Products." We have the right to place some or all of the profits from the sale of On-Line Retail Products into a fund (the "On-Line Revenues Fund") which we operate as a convenience for the System. We have the further right, on a periodic basis, to distribute some or all of the monies in the On-Line Revenues Fund to i9 Sports® Franchises that qualify to and who participate in our On-Line Revenues Distribution Program ("OLRDP"). We have the right, at any time, by giving you notice, to change alter or amend the rules and policies for the OLRDP or the Billing System. See Item 5, Initial Fees and Item 6, Other Fees for a description of Network Revenues.

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Our Business

We have been offering franchises for i9 Sports® Franchises since the date of this Offering Circular. We do not engage in other business activities and have not offered franchises in other lines of business.

Our Predecessors and Affiliates

We have no Predecessors.

We have four Affiliates which are related to us through common ownership. Our affiliates are as follows:

Name

Abbreviation

Formation Date

Formation State

Address

Amateur Ballplayers Association, Inc.

Amateur

05/16/94

New York

105 E.Madison St. Eastlslip.NY 11730

ABA Sports LLC

ASL

07/06/94

New York

414 W. Sunrise Highway No. 336 Patchogue,NY 11772

ABA Sports Inc.

ABA Sports

10/02/00

Florida

1463 0akfieldDr. Suite 135 Brandon, FL 33511

ABA Sports Network, Inc.

Network

04/04/02

Florida

1463 0akfieldDr. Suite 135 Brandon, FL 33511

Amateur, along with our owners, Frank V. Fiume, Jr. and Nadine M. Fiume, developed the System, the AMATEUR BALLPLAYERS ASSOCIATIONSM mark and certain of our Copyrights, and began operating Amateur Ballplayers AssociationSM sports leagues in the Long Island, New York area in July 1995. Amateur engaged in the administration of amateur sport leagues, tournaments, sports-related special events, corporate outings, camps and educational clinics for Youths and Adults (an "ABA Sports Business"). Amateur operated its ABA Sports Business in part through, and sold retail sporting goods, customized uniforms and apparel from the www.abasports.com website. Amateur currently operates as ABA Sports Inc.

ASL operated an ABA Sports Business in the area of Long Island, New York, from July 1999 to October 2002. ASL currently operates as ABA Sports Inc.

Until January, 2004, ABA Sports operated an ABA Sports Business similar to the i9 Sports® Franchise in Long Island, New York, operated the www.abasports.com website, which we may utilize. Since its inception, it has offered products and services that are the same as or similar to the Products and Services offered via the www.abasports.com website. In January, 2004, certain of the assets of ABA Sports and its business activities in New York were sold via an asset purchase agreement to Robert and Scott Glassman, who now operate the business as an i9 Sports® Franchise.

ABA Sports Network, Inc. ("Network") was incorporated in Florida on April 4, 2002. Its address and telephone number are the same as ours. Network was formed to assist us with developing our franchise system but has no current operations. It does not operate any similar businesses.

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None of our affiliates have offered franchises for this or any other lines of business. None have used the i9 Sports® mark.

Competition

You may compete with other sports tournament franchise systems (like Triple Crown Sports and American Pool Players Association), similar non-franchised sports and recreational organizations or systems, and may face competition from locally, regionally or nationally recognized sports associations or umpire associations. We also face competition from public and private organizations which currently operate amateur youth or adult sports leagues and sell sporting related products or services via store front, mail order, catalogue or the internet. The Products and Services you offer to the general public, organizations or municipalities may be similar to those already offered by others. The market for amateur, Youth and Adult sports, recreation, sport and social events, sports training, umpire training, internet, mail order catalogue and store front sporting products and apparel sales and the like is relatively undeveloped in some areas and developing in other areas, depending on the number and types of businesses operating or offering such events or products in the particular area.

Regulations

i9 Sports® Franchises operations are subject to various federal, state and local laws and regulations. Most federal, state and local government agencies are responsible for regulating and monitoring compliance with the use of public facilities (like parks and sports complexes), educational standards, public safety, certain health, sanitation, food, safety and fire standards; working, employment, discrimination, and sexual harassment laws; and state and local licensing or zoning laws, land use laws -some or all of which may apply to the operation of the events or provision of the Events, Products or Services to your Customers. You will likely need to obtain licensing, satisfy residency requirements, zoning or other approvals prior to providing certain types of Products or Services to Customers, or in connection with marketing or conducting Events. You may be required to participate in various government-regulated bidding, proposal processes, and satisfy residency requirements in order to operate Events for, or market and sell the Products or Services to governmental entities, or to Customers who are employees of governmental entities. There may be state laws or local regulations requiring background checks for those who operate Events for Youths. Failure to comply with any of these such laws or regulations would interrupt or adversely affect your i9 Sports® Business' operations. In addition, in the Americans with the Disability Act of 1990 and other federal and state equal opportunity laws, rules and regulations may require that certain Events, Products or Services be made accessible to disabled persons or to all persons equally, and therefore may affect the manner in which you offer and sell the Products or Services, or otherwise conduct Events. The federal Child Online Privacy Protection Act (COPPA) will regulate the manner in which you and we gather information relating to Youth Customers. Some persons paid by you, if considered employees, may be subject to federal minimum wage rates so that the increases in minimum wage may result in an increase in the cost to your i9 Sports® Business. You will also need to comply with state and federal laws regulating in which you do or do not act or pay certain taxes for individuals depending on whether they are classified as independent contractors or employees. Consult with your attorney and business advisors concerning all of these laws, regulations, ordinances and other requirements that may affect your i9 Sports® Business' operations.

The sale of franchises is governed by rules enacted by the Federal Trade Commission ("FTC"), 16 C.F.R. & 436.1 et seq. (the "FTC" Rule"). If you are an Area Developer, you must comply with the disclosure requirements required by the FTC Rule. Further, certain states require that we register the offering circular before the offer or sale of any franchise. The offering circular must be registered with the state, before the offer or sale of any franchise in that state, if your territory encompasses any part of California, Hawaii, Illinois, Maryland, Minnesota, New York, North Dakota, Rhode Island, South Dakota, Virginia, and Washington. Nebraska, Florida, Texas, and Utah require an Area Developer or us

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to file a one-time exemption from their business opportunity laws. Kentucky, Florida, Michigan, Indiana, and Wisconsin require you to make an annual filing before the offer or sale of a franchise. In addition, Illinois, New York and Washington will require that you register as a franchise broker.

ITEM 2 BUSINESS EXPERIENCE

President, CEO and Director: Frank V. Fiume. Jr.

Frank V. Fiume has served as our President, CEO and a Director since our inception. As our President and CEO, he manages day-to-day operations and develops long-term projects for us. Mr. Fiume has managed amateur sporting leagues and events since 1994. He has been a Director and President of Amateur, ABA Sports and Network since their incorporations. He has also a member and President of ASL since its formation through January 2004. He served as the President and a Director of ABA Sports Networks, Inc.

Vice President and Director: Nadine M. Fiume

Mrs. Fiume has served as one of our Directors and Vice President since our inception. Mrs. Fiume has been Vice President and Director of Amateur, ABA Sports and Network since their incorporations. She has also been a Member and Vice President of ABA Sports since inception through January 2004. As our Vice President and a Director, she continues to assist in the development of long-term projects for i9 Sports Corporation.

Vice President: Jim Cherry

Mr. Cherry joined us in October 2005 as our Vice President. Mr. Cherry has over 15 years of sales and sales management experience in the pharmaceutical industry. From 2000 to 2005, he was the Senior Area Sales Manager with Novartis Pharmaceuticals located in East Hanover, New Jersey. From 1994 to 2000, he was a District Sales Manager with Johnson & Johnson located in Titusville, New Jersey.

Director of Business Development: Chip Parsons

Mr. Parsons has been our Director of Business Development since our inception. He was Assistant League/Tournament Director of ABA Sports from December 2001 through January 2004. From January 1993 to September 2001, he was Vice President of Little League for Madison, Connecticut.

Director of Information Technology: Chris Jarrett

Mr. Chris Jarrett joined i9 Sports in April 2005. He brings 10+ years of technological training and experience to the company. Previously, he held positions at Raymond James Financial as third level technical support, Intermedia Communications as a network circuit designer and served six years in the Florida Air National Guard as a computer communications and system control journeyman. Mr. Jarrett manages the corporate network, facilitates technology training, provides franchisees with software and technical support in relation to the proprietary software and serves as the liaison between the corporation and contracted developers.

Field Trainer/Franchise Support: Jay Parks

Jay Parks joined i9Sports in March of 2005 in the capacity of Field Trainer and Franchisee Support. Mr. Parks has a Master's Degree in Sports Administration from FIU and a BSR in Commercial Recreation Management from The University of Florida. These scholastic achievements combined with

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18 years experience in the area of recreational programming and a national certification, Certified Leisure Professional, give Mr. Parks the knowledge and experience to assist i9Sports franchisees. Jay has worked in a variety of recreational environments, campus recreation at FIU and UF, non-profit at the Savannah JCC and private enterprise with Amenity Management Group to name a few. Mr. Parks is an active member of Florida Recreation and Parks Association (FRPA) and The National Intramural Recreational Sports Association (NIRSA).

Brand Development: Tammv Watson

Mrs. Watson joined i9 Sports in May 2005 as the Brand Development Representative. She recently relocated from Houston to Tampa. From November 2004 to May 2005, she was a Secretary with Preferred Home Mtg. in Tampa, Florida. From November 2003 to October 2004, she was a Secretary with UTMB in Houston, Texas. She worked in the petroleum industry for Exxon Mobil as an inside sales representative for 7 years, from July 1997 to November 2003 in Houston, Texas.

Franchise Brokers: See Exhibit "L"

We may contract with individuals or entities to promote, and assist us or our franchisees with the offer, sale or transfer of i9 Sports® Franchises and may compensate them for their efforts to do so. We call such individuals or entities "Franchise Brokers". If we authorize a Franchise Broker in your state, or one is utilized in connection with the sale or transfer of your i9 Sports® Business, we will identify that Franchise Broker, if any, in Exhibit L. Exhibit L will also provide background information relating to that Franchise Broker. Our Area Developers are considered Franchise Brokers and will also be disclosed in this Exhibit L.

ITEM 3 LITIGATION

No litigation is required to be disclosed in this offering circular. See Exhibit "L" for any required disclosure relating to Franchise Brokers.

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.

ITEM 5 INITIAL FRANCHISE FEE

We charge a non-refundable franchise fee that ranges from $12,500 to $18,500, depending on the population size of the Network Area. The franchise fee is based on population within your protected territory. Territories and population counts are based on information provided by the United States Department of Commerce - Bureau of the Census. Occasionally, we may obtain population information directly from the Bureau of the Census website or its periodic publications which further define population counts.

The franchise fees are as follows:

TERRITORY TYPE

Your Territory Will Have A Maximum Population of:

Your Franchise Fee Will Be:

Metropolitan Territory

Up to 350,000

$18,500

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Expansion Territory

Up to 100,000

$12,500

We also offer a 5% discount off the initial franchise fee (the "VetFran Discount") if you are a U.S. military veteran and qualify under the International Franchise Association's VetFran Program.

The Metropolitan Territory franchise fee is $18,500 (not including the VetFran Discount) and the low range is $17,575 (which includes the VetFran Discount). The Expansion Territory Franchise Fee is $12,500 (not including the VetFran Discount), and the low range is $11,875 (which includes the VetFran Discount).

The Metropolitan Territory and Expansion Territory Franchise Fee includes the awarding of 3 Sports out of the following sports: Baseball, Basketball, Billiards, Bowling, Dodgeball, Football, Golf, Hockey, Kickball, Lacrosse, Soccer, Softball, Stickball, Tennis, Volleyball, Aerobics (including step/low/high impact, cardio, kickboxing, pilates, and yoga), Bodybuilding, Boxing, Cheerleading, Darts, Extreme Sports (including Skateboarding, In-Line Roller Skating and BMX bicycling), Fishing, Martial Arts, Paintball, Rugby, Water Sports (including Canoeing, Kayaking, Jet Skiing, Scuba Diving, Snorkeling, Surfing, Swimming, and Water Skiing), Wiffleball®, Winter Sports (including Ice Skating, Skiing, Snowmobilingand Snowboarding), and Wrestling.

If you elect to purchase more than one Territory, the second and subsequent Territories are discounted by 10% off the then current Franchise Fee.

We may, at our discretion, allow you to add additional sports. The fee to purchase additional sports is Yi of the then current franchise fee per sport for the following premium sports: Baseball, Football, Golf, Hockey, Lacrosse, Soccer, Softball, & Volleyball and 1/3 of the then current franchise fee per sport for the following standard sports: Billiards, Bowling, Dodgeball, Kickball, Stickball, Tennis, Aerobics, Bodybuilding, Boxing, Cheerleading, Darts, Extreme Sports, Fishing, Martial Arts, Paintball, Rugby, Water Sports, Wiffleball®, Winter Sports, & Wrestling. The above fee is per customer type (youth or adult).

You must pay the initial franchise fee in a lump sum when you sign the Franchise Agreement and is fully earned and nonrefundable.

In the States of Maryland and Minnesota only, we will defer the payment of the initial franchise fee, development fee and any other initial payment until all of our material pre-opening obligations have been satisfied, and until you open your business and it is operating. However, you must execute the Franchise Agreement prior to looking for a site or beginning training.

Area Development Agreement

Under the Area Development Agreement you are required to open and operate one i9 Sports Business, and then must agree to establishing and servicing a predetermined number of franchises in your area. You will pay a fixed initial Area Development Fee of $100,000. We have determined that you will be required to assist in the opening of five franchises per year for six years. The Area Development Fee is non-refundable and is uniform for all Area Developers under this Offering Circular.

If you purchase any Products or Services from or through us or any of our affiliates prior to your i9 Sports Business opening for business, the amount of your initial payments will increase by the amount of such purchases.

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ITEM 6 OTHER FEES

Name of Fee1

Amount

Due Date

Remarks

Population Fee

Metropolitan Area: $8,400 per territory

Expansion Area: $5,400 per territory

Upon signing

franchise

agreement

Payable to us

Marketing Start-Up Fee

$4,000

Upon signing

franchise

agreement

Payable to us

Training Fee

$4,000

Upon signing

franchise

agreement

Payable to us

Royalty Fee

7.5% of monthly Network Revenues or $375 per month, whichever is greater.4

Does not take effect until 90 days after the Agreement date and is due Monthly, on the Payment Day we designate.5

0 We require you to collect all of your Network Revenues directly, and then report them to us along with the payment of the Royalty Fee to us. Currently, we require all Network Revenues that you receive other than those we receive in connection with the OLRDP to be paid to you directly. You must pay the Royalty Fee to us. For purposes of calculating the Royalty Fee, the gross sales of On-Line Retail Items are excluded from Network Revenues.

National Brand Fund

Metropolitan Area: $275 per month

Expansion Area: $150 per month

Does not take effect until 90 days after the Agreement date and is due Monthly, on the Payment Day we designate.5

Used by the National Brand Fund. Paid by you to us in the same manner as the Royalty Fee.

On-Line Retail Products profits

Varies, our then current amounts retained.

As incurred: retained via the Billing System

Applies to those profits from On-Line Retail Products which are not distributed to i9 Sports® Franchisees subject to the rules of OLRDP

Sports Expansion Fee

Vi of the then current franchise fee per premium sport or 1/3 of the then current franchise fee per standard sport by customer type as specified in Item 5

Upon signing a Sports Expansion Addendum

Payable to us

Employee Leasing Services and Event Personnel

Varies as we determine.

Varies, on the Payment Day we designate.

At our option, we may require that we serve as the employee leasing service for Event Personnel and other staff.

Additional Training or Periodic Training

Will vary under the circumstances.

Due upon, and in accordance with

If we provide or require Additional or Periodic Training,

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Currently $500 per trainee per day, plus expenses.

our invoice to you.

additional travel and living expenses, and outside Network Area training fees may apply.

Transfer

1/2 of our then current highest initial franchise fee.

As incurred.

The Transfer Fee includes transferee Training Fees. You or the Transferee pay all travel and living expenses incurred by transferees; includes transferee Training Fees.

Renewal (Successor Franchise Fees)

$2,500 for Single Unit;

$25,000 for Area Developer

Upon signing successor franchise agreement; Upon signing successor Area Development Aareement

The Franchise Agreement consists of a 10 year term and is renewable, subject to meeting certain criteria.

Audit

Cost of inspection or audit plus travel.

10 days after billing.

Payable only if you fail to furnish reports, supporting records or other required information.

Interest

Lesser of 18% per year or highest contract rate of interest allowed by law.

15 days after billing.

Payable on all overdue amounts. Interest begins on the date of the underpayment of non-payment.

Late Payment Penalties

5% of the late amount.

Due on payment of late amount.

Payable on all late payments including interest.

Insufficient Fund Fee

$25

As incurred

This fee applies to check/EFT return for insufficient funds

Manual

$500

Varies, on the Payment Day we designate. Generally, 15 days after billing.

Cost of replacement copy if lost, severely damaged or destroyed.

Costs and Attorneys' Fees

Will vary under circumstances.

As incurred.

Payable upon your failure to comply with the Franchise Agreement.

Indemnification

Will vary under circumstances.

As incurred.

You have to reimburse us if we are held liable for claims arising from your i9 Sports® Business' operations.

Annual Convention

$275 per attendee

60 days prior to attendance

You are responsible for all travel, food, and lodging expenses that you and your participants incur in attending the annual convention

1.           Unless otherwise indicated, all fees are imposed by and payable to us. All fees are nonrefundable. We may require you to pay any fees to us via electronic funds transfer and via the Billing System.

2.           We may, at our option, operate the Billing System through such e-commerce methods as we may designate. Through the Billing System, we may host some or all of the billing and invoicing for the Products and the Services you sell or provide through the i9 Sports® Franchise. Any of the Products or the Services which we designate for sale or directly to the Customers must be

i9Sports/ufoc-19

9

reported to us as per our Systems Standards. Unless we give you prior written permission to the contrary, all Network Revenues must be paid to you and be deposited directly with you in the manner we designate. At any time, we may choose, alter or amend the types of Network Revenues that must be paid through the Billing System by designating such change in our System Standards.

3.          Network Revenues means all revenues derived from operating your i9 Sports Business, including all amounts from: the sale, distribution, rendering, performing, or providing the Products or the Services and any other products, services, or activities whatsoever including any that are in any way associated with the System, Marks, or Copyrights; or the use, leasing, barter or sale of any Products or Services, and whether from cash, check, barter, credit or debit card, or credit transactions, including the redemption value of gift certificates redeemed by you regardless of whether those gift certificates are issued by you or someone else; but excluding: (a) all federal, state or municipal sales, use or service taxes collected from Customers and paid to the appropriate taxing authority; (b) Customer refunds, adjustments, credits and allowances actually made by you; (c) complimentary products or sales actually provided to Customers or others; (d)the value of gift certificates and amounts paid for them; (e) the amount of over-rings, allowances, discounts to Customers, tips to employees (including discounts attributable to coupon sales, provided they have been included in Network Revenues); and (f) isolated sales, non-inventory items or the bulk sales of the business itself. For purposes of calculating Royalty Fees, gross sales under the OLRDP (i.e., of On-Line Retail Products) are excluded from Network Revenues. If we permit you to participate in the OLRDP, your Network Revenues will not include revenues we receive from the sale of On-Line Retail Products. We may distribute some or all of the monies in the On-Line Revenues Fund to participating i9 Sports® Franchisees according to the rules, policies, and distribution formulas we designate, in our sole judgment, for the OLRDP.

4.           We designate, in the Manuals, the dates when we will make payment to you of the Commission and other amounts due you (the "Payment Day"). "Commission" means the amount we pay to you, determined by the Compensation Schedule then in effect, for your services based on the Network Revenues you receive from Customers or any others for the Products or the Services sold, distributed, rendered, provided or performed by you for which (i) you are the "procuring cause" or (ii) your i9 Sports® Business provides to, renders, or performs the services for the Customers located in, or the Products are delivered in, or where the event is located in your Network Area. We may also require you to collect some or all types of Network Revenues via a merchant account and gateway we designate or approve and if we do so you will be required to pay the Royalty Fee and Marketing Contributions due on them to us monthly, on or before each Payment Day, along with providing us with reports of the Network Revenues you have collected. Commission means the Network Revenues we have collected for your i9 Sports® Business less the Royalty Fees, and any other fees, payments, or amounts due us under the Compensation Schedule or otherwise.

5.    In all instances, the Royalty Fees due on Network Revenues and Marketing Contributions must be paid to us via electronic funds transfer in the manner we designate.

6.    ATTENDANCE TO THE ANNUAL CONVENTION IS MANDATORY FOR YOU.

ITEM 7 YOUR ESTIMATED INITIAL INVESTMENT

Expenditures

Estimated

When

Method Of

Whether

To Whom

Amount or

Payable

Payment

Refundable

Paid

Estimated Low-

High Range

Franchise Fee(l)

$12,500 to $18,500

Signing Franchise

Lump Sum

No

Us

i9Sports/ufoc-19                                                                      10

Expenditures

Estimated Amount or Estimated Low-High Range

When Payable

Method Of Payment

Whether Refundable

To Whom Paid

Agreement

Population Fee(l)

$5,400 to $8,400

Signing

Franchise

Agreement

Lump Sum

No

Us

Legal & Accounting Services (3)

$0 to $1,500

By agreement with provider

As Agreed

No

Suppliers

Furniture, Fixtures and Equipment not included in the Franchise Fee (2) (4)

$0 to $2,000

By agreement with provider

As Agreed

No

Suppliers

National Brand Fund Contribution (5)

$0

Three months from date of contract

As Incurred

No

Our Designee

Opening Inventory, Supplies and Smallwares (6)

$0 to $1,000

As Incurred

As Incurred

No

Third Parties

3 Months of Advertising (7)

$5,000 to $10,000

Within 60 days of opening i9 Sports* Franchise

As Incurred

No

Third Parties

Training and Assistance (8)

$0 to $1,000

As Incurred

As Incurred

No

Third Parties

Insurance (9)

$100 to $1,000

As Incurred

Lump Sum

No

Third Parties

Merchant Account Setup (10)

$500

By agreement with provider

As Incurred

No

Third Parties

Marketing Start-Up Fee (11)

$4,000

Signing

Franchise

Agreement

Lump Sum

No

Us

Training Fee (12)

$4,000

Signing

Franchise

Agreement

Lump Sum

No

Us

Additional Funds - 3 months (13), (14)

$8,000

As Incurred

As Incurred

No

Third Parties

TOTAL ESTIMATED INITIAL INVESTMENT UNDER THE FRANCHISE PROGRAM (EXCLUDING REAL ESTATE AND/OR BUILDING PURCHASE COSTS, LEASEHOLD IMPROVEMENTS AND RENT)

$39,500 to $59,900

Explanatory Notes

I.          The Franchise Fee ranges from $12,500 to $18,500, and its calculation is detailed in Item 5. We

also offer a 5% VetFran discount on the Franchise Fee (which totals $11,875), which is detailed

i9Sports/ufoc-19

11

in Item 5. The Population Fee ranges from $5,400 to $8,400 and it's calculation is detailed in Item 5. The Franchise Fee and Population Fee is not refundable.

2.          You must purchase a Computer System that meets our System Standards. See Item 11, Computer System. This Computer System will likely range from $600 to $1,000. You will need to use an ISP which we may designate and will be required to pay the ISP's fees. We anticipate ISP monthly fees to range from $40 to $50. If you purchase additional Software or Computer System components or services from us, you must pay to us our fees for them prior to our delivery of them. This estimate does not include additional computer software or components.

3.           You should consult with an attorney, accountant and/or other business advisors regarding the operation of your i9 Sports® Business. This item includes an estimate of the cost to incorporate as an entity and an initial consultation with an accountant.

4.           This item includes desks, tables, chairs, a phone system and facsimile machine, filing cabinets and related training, communications and office supplies. The low end of the range assumes that you utilize an existing home office space with some of these items already in place or due to purchase of used equipment. The high end of the range assumes that all new equipment is purchased. We require you to sign our then current form of Conditional Assignment of Telephone Numbers and Listings in the form attached as Exhibit "D."

5.          After 3 months from the time of contract, you are required to participate in the National Brand Fund as described in Item 6, plus local advertising expenditures on such items as direct mail, flyers, newspaper, road signage and radio advertisements (excluding grand opening expenditures). See Note 10.

6.          The difference between the low and high ranges is attributable to the actual size of i9 Sports® Franchise and the amount and variety of the products, materials and supplies necessary for the opening of i9 Sports® Franchise in compliance with our prescribed standards and specifications.

7.           We require you to spend a minimum of $5,000 to $3 0,000 on your grand opening advertising to promote your initial sports programs. Our low estimate assumes you are in an Expansion Territory, while the high estimate assumes you are in a Metropolitan Territory. The following types of grand opening advertising activities: newspaper ads, direct mail, radio advertising, flyers, road signage, and trade show hosting. The Grand Opening Advertising for an Expansion Territory is a minimum of between $5,000 and $7500 for a Metropolitan Territory. We must be shown proof of this expenditure. Failure to do so will be deemed a breach of the Franchise Agreement.

8.           You are responsible for all travel, living expenses and compensation for all persons attending the Initial Training or additional training at our headquarters. We estimate that these expenses range from $0 to $1,000. They can vary dramatically due to air fare costs. Additional training will vary under the circumstances but we generally require you to pay us a fee ranging in the amount of $250 to $500 per person (trainee) per day per trainer plus expenses. We provide certain additional assistance we designate from time to time at any location we designate or approve in your Network Area. We charge $500 per person per day. Additional Training and additional assistance fees are not included in this estimate.

9.           Insurance must be obtained to meet the minimum requirements established by the System Standards. If you fail to obtain the required insurance, our System Standards provide that we may purchase insurance on your behalf and charge you for doing so.

i9Sports/ufoc-!9

12

10.         You must utilize a merchant account services provider and gateway provider whom we designate or approve. Currently, we require you to use Verisign® as the gateway and NOVA as the merchant account provider. We estimate the cost to establish such merchant account and obtain the use of the gateway to be approximately $500. These fees are paid to the third party providers in the manner designated in your agreements with them and is generally non-refundable.

11.         This fee includes business stationary, marketing materials, vinyl banners, polo and t-shirts, and items utilized at Game Day, in-person registration meetings, and promotional events.

12.         This fee includes the cost for us to train up to 2 persons and the training, travel, and accommodations for an i9 Sports Franchise Support Consultant to train in the franchisee territory.

13.         This item estimates your initial start up expenses which include a wide variety of miscellaneous expenses. These expenses include, for example, payroll costs and cost of maintaining and using your automobile in connection with your business activities. We anticipate that you and your personnel will use your personal automobiles to visit Customers, Events and to provide certain Products or Service. We have not estimated the cost to purchase or lease vehicles since we assume that they all have personal vehicles. Since we expect most i9 Sports Franchises to be operated out of existing homes, our estimate does not include leasehold improvements or rent.

14.         These figures are estimates, and we cannot guarantee that you will not have additional expenses starting the business. Your costs will depend on factors such as: how much you follow our methods and procedures; your management skill, experience and business acumen; local economic conditions; the local market for your products and services; the prevailing wage rate; competition; and the sales level reached during the initial period.

We relied on the experience of our affiliates and our owners to compile these estimates. You should review these figures carefully with a business advisor before making any decision to purchase the franchise. Franchisees may be able to obtain financing for some or all of the costs described above. 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 availability of financing generally, your creditworthiness, collateral you may have and lending policies of financial institutions from which you may request a loan.

Area Development Agreement

Expenditures

Actual or Estimated Amounts For You

Method of Payment

When Due

To Whom

Payments To Be

Made

Low

High

Development Fee

$100,000

$100,000

Cashier's Check or EFT

Upon Signing

Development

Agreement

Us

Total Estimated Initial Investment for One Franchised Business (1)

$26,250

$49,900

As disclosed in preceding table

Upon Signing

of each

Franchise

Agreement

As disclosed in preceding table

Marketing Fees

$10,000

$20,000

As Incurred

As Incurred

Vendors or Suppliers

Total

$136,250

$169,900

As disclosed in preceding table

As disclosed in preceding table

As disclosed in preceding table

Notes:

i9Sports/ufoc-!9                                                                      13

(1) This is the fee for the one Franchised Business that you must open and operate. If you choose to open additional Franchised Business, the fee will be multiplied by the number of additional Franchise Businesses you want to open. The Franchise and Area Development Fees are described in detail in Item 5.

The balance of your initial investment for the first i9 Sports Business is as stated in the preceding table. Your costs to develop the second and each additional i9 Sports Business may be affected by factors, such as inflation, local labor costs, materials cost and other factors not within our control.

ITEM 8 RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES

The following table summarizes the approximate percentages of your purchases of equipment and supplies through sourcing restrictions, based on the nature of the restriction. The source for virtually all of your purchases is restricted in some way.

REQUIRED PURCHASES FROM US

REQUIRED PURCHASES

FROM AN APPROVED

SUPPLIER

REQUIRED PURCHASES IN

ACCORDANCE WITH OUR

SPECIFICATIONS AND

STANDARDS

1 Establishment - 0% to 5%

Establishment - 0% to 5%

Establishment - 0% to 5%

Operation- 45% to 50%

Operation - 20% to 25%

Operation- 10% to 15%

Purchases from Us or Our Affiliates.

You are currently required to purchase the following types of equipment or supplies from us: .Stationary, i9 Sports apparel (T-Shirts, Polos, Jerseys, etc.), Trophies, and all collateral material (brochures, registration forms, and other marketing pieces).

You may also be required to purchase your i9 Sports® Business' Materials or Services from or through us or our affiliate. These include equipment, uniforms, criminal background checks for youth coaches, insurance, supplies, financial services, employee benefit plans and other services, assets, products or materials we designate. We designate the type of sports you may offer at Events. See Item 5. We estimate that the purchase of products from us or our affiliates constitutes no more than 0% to 5% of the cost to establish an i9 Sports® Franchise and less than 45% to 50% of the cost to operate an i9 Sports® Franchise.

Approved Suppliers.

In order to maintain the quality of the goods and serviced provided by i9 Sports® Franchises and the reputation of our franchise network, you must purchase certain products and services (e.g., Business Materials or Services and any other Products or Services) from suppliers approved by us. We issue standards for such Approved Suppliers in the Manuals. Purchases from Approved Suppliers may constitute as much as 0% to 5% of the cost to establish an t9 Sports® Franchise and as much as 20% to 25% of the cost to operate an i9 Sports® Franchise. We do not charge you a fee to secure supplier approval.

Standards and Specifications.

You must operate and develop your i9 Sports Business according to our specifications and standards (i.e., System Standards). We issue these specifications and standards in the Manuals. We may

i9Sports/ufoc-19

14

change, alter or revoke our specifications and standards at any time, in our sole judgment. You are also required to purchase or lease Business Materials or Services, and other goods, services, supplies, fixtures, equipment, or inventory relating to the establishment or operation of an i9 Sports Franchise as per our Manual. The purchase of products and services in accordance with our specifications and standards constitutes as much as 0% to 5% of the cost to establish an i9 Sports® Franchise and as much as 10% to 15% of the cost to operate an i9 Sports® Franchise.

Rebates.

i9 Sports® Franchise may negotiate with manufacturers to receive rebates on certain items you must purchase. We may require that certain Approved Suppliers enter into agreements with us to be an Approved Supplier and that you enter into agreements with them under which we may receive remuneration for your purchases from them. We have, and continue to, negotiate programs with certain Approved Suppliers ("Preferred Vendors") so that i9 Sports® Franchises may receive preferred pricing, delivery, credit or other terms (the "Preferred Vendor Program"). As long as you are not in breach of (any of) your Franchise Agreement(s), comply with the rules and policies (the "Program Rules") of the Preferred Vendor Program, and sign all agreements we or the Preferred Vendors require (e.g., "Preferred Vendor Agreements"), you are eligible to participate in the Preferred Vendor Program. We may terminate your participation in the Preferred Vendor Program without terminating any of your Franchise Agreement if you breach any agreement with us or a Preferred Vendor or otherwise fail to comply with the Program Rules. Certain Approved Suppliers enter into Approved Supplier Agreements or Preferred Vendor Agreements, under which we may receive fees from them from your purchase from them. Such fees are either a percentage of purchases, or sales, or a flat amount. We are in the process of establishing what such fees will be. We received 10% rebate on all direct mail orders from our Direct Mail vendor Expresscopy.com, which covers our cost of direct mail postcard print designs, software, and support from franchisees or affiliate owned units in the fiscal year ending December 2005.

Change of Suppliers, Products or Services.

If you wish to purchase any items that do not comply with our specifications or are to be purchased from a supplier that has not yet been approved, you can make a written request to us. Based on information obtained by inspection, testing of samples, and other factors, we will determine whether the proposed suppliers, products or services are acceptable. We may limit our approval to those suppliers in our sole judgment, including a condition that they are willing to enter into Approved Supplier Agreements or Approved Vendor Agreements. Generally, we will do so within 60 days of the date you provide us all of the information we request. However, we may change, alter or amend such review and approval periods in the Manuals, from time to time. We may revoke an approval at any time for any reason we deem relevant. Our approval may be revoked at any time if the supplier, product or service ceases to meet our then-current standards or if we change our System Standards for any reason, and we will give you 30 days notice.

i9 Sports Franchise Employees.

You must not hire any individual that has engaged in any fraudulent, dishonest, unethical or criminal act which impair the ability of that person to earn our trust or that of the students. You must immediately terminate any individual that poses a threat to Students or other employees or who do not otherwise meet our System Standards.

Computer Hardware and Software.

We require you to purchase the Computer System and Software designated by us. If we license any software, sell any hardware to you, it will be subject to our then current fees. Our limited license to

i9Sports/ufoc-19                                                                      15

use our and our designees' software that generates the Billing System is included in the Franchise Fee and governed by the Franchise Agreement. See Item 11, Computer System. You must use this Computer System for operating the i9 Sports® Franchise and on-line reporting of such sales and other information from your computer to us as required under the Franchise Agreement or Manual. For any time period during which the computer system is not functioning properly, you must report such sales and other information by telephone to us no less frequently than monthly. Part of your Computer System related activities will relate to merchant accounts and gateway providers for billing purposes. We may require you to use an Approved Supplier or Preferred Vendor for merchant account and gateway services. We estimate that the cost to purchase the Computer System will represent about less than 5% of the cost to establish and less than 5% of the cost to operate an i9 Sports® Franchise.

i9 Sports® Franchise Event Development.

We require you to develop and operate Events and to offer and sell Products and Services in accordance with our specifications. The Franchise Agreement requires that you purchase or lease and use only such services equipment and supplies as we may specify or approve. We provide you with advice and assistance in connection with most aspects of establishing your i9 Sports® Business and the Events. We charge additional fees for some types of additional assistance, in the amount of $500 per person, per day, per trainee or per person we provide in connection with such additional advice or assistance.

Staff, Event Personnel and Customer Liaisons.

In addition to yourself, any employees or managers of your who we designate and your sales personnel or Event Personnel must sign our form of Staff Confidentiality and Non-Competition Agreement ("SCNA Agreement"). Our current form of SCNA Agreement is attached as Exhibit "E."

Site.

We do not select a site for you nor do we approve an area within which you select a site. We expect that you will operate your franchise from your home.

Maximum Retail Prices.

We may, from time to time, designate the maximum retail prices you may change for the Products or the Services ("MRPs"), but we will not designate minimum retail prices. Currently none have been established. But, if and when they are, they will be listed in our Manuals. We may change MRPs upon notice to you or via updates to the Manuals.

Insurance.

In addition to the purchases or leases described above, you must obtain and maintain, at your own expense, such insurance coverage that we require from time to time and meet the other insurance-related obligations in the Franchise Agreement. The cost of this coverage will vary depending on the insurance carrier's charges, terms of payment and your history. You must send us copies of all insurance policies and each of them must name us as an additional insured party. Your insurance coverage obligations will be designated in the Manuals, and will include, at a minimum, for each automobile your i9 Sports® Franchise utilizes or operates, the requirement for you to obtain and maintain in full force and effect with a reputable insurance company authorized to do business in the Network Area automobile liability insurance in the face amount of $300,000 for any one person, $500,000 for any one accident, and $100,000 for property damage. Our Standards and Specifications for insurance coverage are intended as "minimum" standards. Accordingly, you should review your insurance coverages and policies with your insurance agent/broker to determine if additional coverage is necessary, appropriate or desired by you. If

i9 Sports/ufoc-19

16

you fail to obtain the required insurance coverage or System Standards currently provide that we may purchase it for you and charge you for doing so.

Miscellaneous.

Except as described above, neither we nor our affiliates currently derive revenue or other material consideration as a result of required purchases or leases. There currently are no purchasing or distribution cooperatives. Except as described above, we do not have any other purchase arrangements with suppliers for the benefit of franchisees; but we intend to pursue such arrangements in the future. However, we have the right at some point in the future to negotiate purchase arrangements with suppliers for the benefit of franchisees, and/or to derive revenue or other material consideration as a result of required purchases or leases.

ITEM 9 FRANCHISEE'S OBLIGATIONS

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

Obligation

Section in Franchise Agreement

Section in Development

Agreement

Item in Offering Circular

(a) Site selection and acquisition/lease

None

Article I

Items 7, 11 and 12

(b) Pre-opening purchases/leases

Sections 4, 5, 6.2, 9, 11.8

N/A

Items 5, 6, 7, 8, 11 and 16

(c) Site development and other pre-opening requirements

Sections 4, 5,6,7,8.3, 8.4 and 9

N/A

Items 6, 7 and 11

(d) Initial and ongoing training

Sections 6, 7, 8

Article III

Item 11

(e) Opening

Sections 4, 6, 7, 8 and 9

Article I

Item 11

(0 Fees

Sections 4, 5,6.1,6.2, 6.4, 7, 8.2, 8.3, 8.4, 8.5, 9.1,9.11, 11.8, 12.2,12.7, 17.3 and 18.5

Article I

Items 5, 6 and 7

(g) Compliance with standards and policies/Operating Manual

Sections 3.3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, and 16

Article V

Item 11

(h) Trademarks and proprietary information

Sections 8, 9, 10, and 11

Article VI

Items 13 and 14

(i) Restrictions on

products/services offered

Sections 4, 5, 6, 7, 8, and 9

N/A

Items 11 and 16

(j) Warranty and customer service requirements

Section 13

None

None

(k) Territorial development and sales quotas

Sections 3 and 4: Exhibit B

Article I

Item 12

(1) On-going product/service purchases

Sections 5.3, 8, and 9

N/A

Item 8

(m) Maintenance, appearance and remodeling

None

N/A

Items 11 and 17

i9Sports/ufoc-19                                                                      17

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