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Sample UFOC




Intelligent Office

Work Anywhere...Professionally

The Intelligent Office System, LLC

(a Colorado limited liability company) 4450 Arapahoe Avenue Boulder, Colorado 80303 (303)447-9000 www.intelligentoffice.com

The Intelligent Office System, LLC, a Colorado limited liability company, is offering franchises for the operation of a business providing advanced telecommuting and office support services to individuals and businesses. The initial franchise fee is $48,000. We also offer qualified persons the right to develop multipleAlNTELLIGENT OFFICE Centers within a specific geographic area under^pn Area Development Agreement. If you execut^an Area_Development Agreement, in addition to payment in full of the initial franchise fee for the first franchise, you pay $24,000 towards each additional Center to be developed. This is credited towards the initial franchise fees lor additional Centers to be developed, the balances of which are paid at a later date. The total estimated initial investment for a single /^INTELLIGENT OFFICE franchise, including the initial franchise fee, ranges from j426,250 to $641,050. See Items 5 and 7 of this Offering Circular.

Risk Factors:





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

Registration of this franchise by a state does not mean that the state recommends it or has verified the information in this Offering Circular. If you learn that anything in this Offering Circular is untrue, contact the Federal Trade Commission and the state authority listed in Exhibit A.

Effective date:

(CA 3/24/06)

TABLE OF CONTENTS ITEM                                                                                                                                     PAGE

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

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

3            LITIGATION...................................................................................................................................4

4           BANKRUPTCY...............................................................................................................................4

5            INITIAL FRANCHISE FEE........................................................................................................^

6           OTHER FEES..................................................................................................................................6

7           INITIAL INVESTMENT..............................................................................................................^

8           RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES......................................^12

9           FRANCHISEE'S OBLIGATIONS..............................................................................................15


10         FINANCING...............................................................................................................................^

11          FRANCHISOR'S OBLIGATIONS.............................................................................................^16

12         TERRITORY...............................................................................................................................^

13         TRADEMARKS...................:.....................................................................................................A2AL

14         PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION.....................................^.25


OPERATION OF THE FRANCHISE BUSINESS....................................................................^.25

16         RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL..............................................^^


18         PUBLIC FIGURES...................................................................................................................^29

19         EARNINGS CLAIMS................................................................................................................,4.29

20         FRANCHISED BUSINESS STATUS SUMMARY.....................................................................27

21          FINANCIAL STATEMENTS....................................................................................................^..32.

22         CONTRACTS...........................................................................................................................^..32

23          RECEIPT............................................................................................................................Last Page


(CA 3/24/06)


Exhibit A          List of State Agencies/Agents for Service of Process

Exhibit B          Franchise Agreement

Exhibit I           Addendum

Exhibit II          Guaranty and Assumption of Franchisee's Obligations

Exhibit III         Statement of Ownership

Exhibit IV        Telephone Assignment Agreement

Exhibit C          -Technology Systems In stall ation-,_Integration_ancl License Agreement

Exhibit D          Collateral Assignment of Lease

Exhibit E          Confidentiality and Noncompetition Agreement

Exhibit F          Closing Acknowledgement

Exhibit G          Bank Authorization Agreement

Exhibit H          Area Development Agreement

Exhibit I           List of Franchisees

Exhibit J           Franchisees Who Have Left the System

Exhibit K          Financial Statements

Exhibit L          Operations Manual Table of Contents

Exhibit M         Receipt of Offering Circular




The Franchisor, its Predecessors and Affiliates

The name of the franchisor is The Intelligent Office System, LLC. For ease of reference, The Intelligent Office System, LLC will be referred to as "we", "us" or "IOS" in this Offering Circular. We will refer to the person who buys the franchise as "you" throughout this Offering Circular. If the franchisee is a corporation, partnership or limited liability company, certain provisions of the Franchise Agreement will also apply to the owners and will be noted. IOS's principal offices are located at 4450 Arapahoe Avenue, Boulder, Colorado 80303. We presently do business under the name "The Intelligent Office System, LLC." We were formed on March 22, 1999, as a Colorado limited liability company. In January, 1995, ^m INTELLIGENT OFFICE prototype center was established in Boulder, Colorado by our predecessor, The Virtual Office, Inc., a Colorado corporation formed in March, 1994. The Intelligent Office, Inc. ("TIO") and The Intelligent Office DTC, Inc. were formed in Colorado on March 15, 1996 and July 30, 1999, respectively. The Virtual Office, Inc. and The Intelligent Office DTC, Inc. were merged into TIO on January 1, 2002. TIO shares our headquarters and currently operates three Centers in Colorado,

The Virtual Office, Inc. and TIO may be considered our predecessors. We have no predecessors or affiliates offering franchises in any line of business or providing products or services to our franchisees. Our agents for service of process are listed on Exhibit A.

Our Business

We currently operate and franchise the operation of variable rent executive suites, referred to in this Offering Circular as "^INTELLIGENT OFFICE Centers" or "Centers", providing individuals and businesses with advanced telecommuting and office support services. Our Centers offer a wide range of services, customized for each client, to provide the client with integrated, seamless geographically nonspecific telecommunications services and with on-site and off-site reception and secretarial services, office technology, non-dedicated conference rooms and dedicated or non-dedicated office space.

Centers operate under our distinctive business format, systems, methods, procedures, designs, layouts and specifications ("System"). We franchise the operation of Centers under our service mark "^INTELLIGENT OFFICE" and other logos, trademarks, service marks and commercial symbols as we may develop ("Marks").

The Franchise

You will sign a Franchise Agreement ("Franchise Agreement"), which is attached as Exhibit B to this Offering Circular, for each franchise you purchase. You will receive the right to use our Marks and System to operate one^ INTELLIGENT OFFICE Center, at a location approved by us ("Franchised Location").

A Center is customarily located in approximately ^5.000 to -1,500 gross square feet of leased office space. Each Center typically contains approximately -J_2_to 18 offices for non-dedicated or dedicated use, conference rooms, mail room, reception area and office technology center. Each Center is staffed with a manager and "remote receptionists."

Unlike -traditionaj "executive suites" or office sharing arrangements,- INTELLIGENT OFFICE Centers offer "variable rent" executive suites by providing remote receptionist and other telecommunications services which are not dependent on the physical location of the recipient of the service, and therefore reduce office costs while at the same time retaining professionalism, service and responsiveness for both the client and the client's customers. Unlike a landlord-tenant relationship, Centers provide services as well as office space to clients ("Clients"). Clients become "members" of ^the INTELLIGENT OFFICE network of Centers by signing a membership agreement, allowing them to use Centers at different locations for an extra fee. Clients subscribe on an "a la carte" basis to the services they desire. The Center can serve as the Client's business address, telephone number, voice mail communications and persona! locked mailbox that allows the Client to separate "office space" from actual work space. Our Centers are also equipped to allow for "follow-me" communications, whereby a live receptionist seamlessly announces and transfers calls to Clients at any location. Our Centers offer automated versions of "follow-me" communications. Our Centers provide executive suites, professional offices and conference rooms that Clients may rent based upon hourly, weekly or monthly rates. Finally, our Centers offer secretarial services, word processing, facsimile use, desktop publishing, copying, mailing lists and other office-related services that Clients may utilize on an "a la carte" basis.

If you qualify, you may obtain from us the right to develop multiple- INTELLIGENT OFFICE Centers within a designated geographic area under our Area Development Agreement ("Area Development Agreement"), which is attached as Exhibit H to this Offering Circular. The Area Development Agreement designates a "Development Area" reserved for your development of Centers. The Area Development Agreement states the number of Centers and the schedule for your development of those Centers. A separate Franchise Agreement will be executed for each Center developed under the Area Development Agreement. The scope and term of any Area Development Agreement and the number of Centers to be developed is dependent on both your development plans and our determination, in our judgment, of your financial capability and qualifications to develop multiple Centers within the Development Area.


There are no regulations specific to the operation of a Center in your state. There are, however, laws of a more general nature affecting the establishment and operation of your Center. You are responsible for complying with any applicable regulations related to the establishment and operation of your Center, as well as with all local, state and federal laws of a general nature which affect the operation of your Center. You are responsible for complying with employment, worker's compensation, insurance, corporate, taxing, licensing and similar laws and regulations.

Market and Competition

-INTELLIGENT OFFICE Centers offer a wide variety of advanced telecommuting, business address and office support services to individuals, group clients and small and large corporations desiring a "virtual" office as a primary, remote, regional or temporary office. Centers typically attract Clients who want to use a Center as a source for some or all of their office needs and for state-of-the-art communications capabilities with clients, in lieu of maintaining and supporting a dedicated business office and their own telecommunications equipment. Home-based businesses utilize a Center as professional meeting space away from the work space at home. Finally, some Clients utilize Centers when they may not otherwise have easy access to office support services that will provide word processing, mailing lists, desktop publishing and printing services.



The market for the services which a Center offers is developing rapidly, changing constantly and becoming increasingly competitive. As a franchisee, your competition will include -businesses offering executive suites or office space in combination with -various levels of office services-_and telecommunications services-. As an example, you may compete directly and indirectly with -businesses offering secretarial services and telephone service centers-,

Our Prior Business Experience

We began offering franchises in April 1999 and have not offered franchises in any other tine of business. TIO offered franchises for^ INTELLIGENT OFFICE Centers from April of 1998 through March of 1999, when it transferred its franchise rights to us. TIO has not offered franchises since our inception and currently has no franchisees. TIO has over -eleven years of experience and know-how in the operation of Centers and currently owns and operates two Centers in Denver, Colorado and one Center at our corporate headquarters in Boulder, Colorado. The Virtual Office, Inc. has never offered franchises. The Virtual Office Inc. operated a Center from January 1995 to January 2002, when it was merged into TIO.



President and Manager: Ralph S. Gregory

Mr. Gregory has served as our sole President and Manager since our inception. He became President and a Director of TIO, our affiliate, in March of 1996 and continues to hold those positions. Mr. Gregory also served as President and a Director of The Virtual Office, Inc., from its inception until it merged with TIO in January, 2002. For at least five years prior to the date of this Offering Circular, Mr. Gregory has also served as President of numerous companies founded by him: Wolverine Towers, Inc., a Michigan company that owns radio towers (^1992 ^Jq present); Grand River Equities, Inc., a Michigan co-generation company (T990 to 2005): and Grand River Communications, Inc., an Indiana company owning radio towers in Indiana and Michigan (-1990 -to 2005). From 1992 tprrj2002,Mr. Gregory also -managed a yacht brokerage company, Superbrokers, Inc.- In_2005. Mr. Gregory be^ameja member of the New YorkJ^tockJBxchange.

Broker: Franchise Marketing Associates. Ltd.

President: Dennis A. Ballen^CEE

Mr. Ballen has served as the President of Franchise Marketing Associates, Ltd., a consulting and franchise sales company located in Paramus, New Jersey, since its inception in September 1998. From 1990 through August 1998, Mr. Ballen was the President of Trading Places, Ltd., a consulting and franchise sales company located in New York City. We retained Franchise Marketing Associates, Ltd. in March 1999, to sell franchises for us throughout the United States and. foreign countries. Mr. Ballen ejimed.hisj^ertifiejjiran^                                                                                             in 2006.



Director of Operations: Greg Brooks

Mr. Brooks has been our Director of Operations since January 2004. From September 2003 to December 2003, he was our Franchise Operations Manager and from June 2003 to August 2003, he was our Office Coordinator. From February 1998 until May 2003, Mr. Brooks was a principal in Redstar Productions, a music event production company located in Santa Barbara, California.

Director of Technology: Micah Turnquist

Mr. Turnquist has been our Director of Technology since July 2003. From August 2002 to June 2003, he was a Remote Receptionist for our affiliate TIO. From March 2001 until June 2002, Mr. Turnquist was Resident Services Manager for Brent Tree Apartments, Inc. in Centreville, Virginia. From June 2000 to February 2001, he was a Receptionist for Centreville Animal Hospital, also located in Centreville, Virginia.



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



No person previously identified in Items 1 or 2 of this Offering Circular has been involved as a debtor in proceedings under the U.S. Bankruptcy Code required to be disclosed in this Item.



Except as described below in this Item, an initial franchise fee of $48,000 is payable to us in full when you sign the Franchise Agreement. -If you decline to develop a site after we have approved it, at our option we may terminate your Franchise Agreement and refund a portion of your initial franchise fee-,_Qtherwise. the initial franchise fee is nonrefundable under all circumstances.



_At-the time you sign the Franchise Agreement,_yojj_ajso execute a Technology Systems Installation^ Integration and License Agreement ("Systems Agreement"), attached to this Offering Circular as Exhibit C. Inaddition to the initiaLfranchise fee, you musjLalso pay_us $70,00Q ("Technology Charge") Agreement forJheJeJ_ecommunjc_atLans_eiuiipnient and compji_t_ex_hardware and software ("Technology Systems"") and related system installation, configuration, integration and license charges. Thejamount of the Technology Charge vou pav u_s_may increase or decre_as_e bv as much as 10% ifyour INTELLLGENT OFFICE Center_is larger or_sjnailer_than a typical CenteiLor when other fa_c_tors_cause the amount or type of Technology Systejms_needed_fbr_y_3ur Center to vary from a typical Center. One-half of the Technology Charge,.is paid to us at the earlier of the time of your Technology Systems order or cw__Q_ir_first day of attenjjance_a_t our initial training program^ndjhejremaining one-hajf_Ls_paid iust prior to shipment of the Technology Systems to your Center. See also Item 7. Note 7. Out of the Technology Charge, we pay our third party vendors for the Technology Systems that will be JO_StalLed_at_your Center bv our employees Qr our other desigaatgiLtechnology_SP_ecja_lists. The Xochnologv Charge is nonrefundable once_p_aid._We do not now, but reserve the right in the future, to license our own proprietary software for operation of a Center and to charge you a license fee for the same.

Before opening your INTELLIGENT OFFICE Center, you., will also incur costs.of between $J.2AQ^and_$Jj5j},0jQQ_fhrc^p^tin                                                             folding wall^furniture and

artwork, all of which you may purchase from us_as_an equipment package. If you purchase these items f-Qm_US»-5-Q% of this amount is paid when vou place the ordej^the_xgJTiaj.ning_amounjJs_p_aid_promptly URpjixeceipt of anjnxQiceJrom us. whichjnypjce will be delivered, iustprior to shipment of the items in the equipment package. See also Item 7. Notes 5 and 6. So long as items otherwise meet our standards and_speciilcations, these items may also fae_purchased from thirjj-party_s_uppliers that we must first approve before you purchase from them. See Item 8. These costs are nonrefundable_once_pai_d.

If you qualify and are approved by us to purchase and operate three or more Centers, you must execute an Area Development Agreement. When you sign the Area Development Agreement, you also sign the Franchise Agreement and pay the full initial franchise fee for the first Center to be developed. At that time, you also pay $24,000 of each $48,000 initial franchise fee for the remaining Centers to be developed under the Area Development Agreement. The balance of the initial franchise fees for the second and subsequent Centers to be developed will be due on the earlier of (1) 180 days prior to the date set forth in the Area Development Agreement which corresponds to the deadline for the development of the Center, or (2) the date you sign a Franchise Agreement andjease (or close on the purchase) for the premises on which the Center will be located, The Svstems_ Agreement is si&ned_and_Qne-half of the Technology Charge_is_pjiid_atJhe same time that vou pay the balance of the initiaLfranchise fee for the second and subse_quent_Centers to be developed under an Area Development Agreement. If you desire to extend the development schedule in Section 3.1 of the Area_Development Agreement and we consent, you must pay us a $ 12,000 Extension feejmul_tipJ_ie_d bv the_numh.r-PJLundevelopedj^                      in

the Area Developmen_t_Agte_ement. Section 3.1 (Development ^Obligations) at least 60 days prior to the date of the next Center development deadline referenced in the development schedule. See also Item 6, AH fees under the Area Development Agreement are nonrefundable once paid.

As an alternative to developing three or more Centers under an Area Development Agreement, if you plan to develop only two Centers, you may sign both Franchise Agreements at the same time and pay the initial franchise fee for each Center. These fees are nonrefundable. We will extend the development schedule in the Franchise Agreement for the second Center to be developed_andJ:heJTechnQjQgy Charge __jJJ_rje^_eferxe^unliljhAJJrne as the Technology Systems fpjJlLe3ec,Qnd_Ceniejiarg_ardered

Except as outlined in this Item 5, all franchisees currently acquiring a franchise pay the same-initiaLfranchise ^fces and Tech nology Charge. No fees are collected by or for a third party.





Name of Fee


Due Date



5% of Gross Revenues

Payable monthly, on the 10th day of the month based on Gross Revenues of the immediately preceding month

Gross Revenues include all revenue from the Center, such as all dues, fees, rents and rent security deposits paid by clients, whether for cash or credit. Gross Revenues do not include taxes paid and are reduced by the amount of any rent security deposit returned to a client. We reserve the right upon 30 days written notice to you to require payment of the Royalties by electronic -funds transfer ("EFT") that we initiate and jf you dejay or otherwise fail to-cooperate, in the process, we charge_youa monthly processing fee of J0Q, until your payment method is bv EFT.

Interest and Late Fees

Lesser of 1.5% per month plus a $150 late fee, or highest rate of interest allowed by law

Late fee automatically assessed; interest on demand

Interest begins to accrue the day after payments and reports are due to us. The late fee is due the day after the payment or report is due to us.

-^Creative Fund Contribution1

Currently $250 per month; may increase annually based on increases in the Consumer Price Index

Payable monthly, on the 10th day of each month

Used primarily for creation and production of advertising materials for marketing the Centers. See Item II. Our company-owned Centers contribute the same as franchised Centers. If we develop advertising ancLpromottonal materials, in addition to this amount we can also pass.any reproduction costs for your orders on to_you. We reserve the right upon 30 days written notice to you to require payment of the ^Creative Fund Contribution by ^EFT in .the same manner as_de_scrib_ed_fgr_roy_altie_s.

Local Advertising Allocation2

^Currently $60,000 ^ger year-unay increase annually based on increases in the CJPI

As incurred1_W_e_dg npj_co_l!_ect this amount; it is retained byyou for use in your local area

This JsJbrjhe pl_acement_p_f local ^media_gnd is in addition to -your Creative Fund Contribution-. You must report to us each calendar quarteiAygm; expenditures-. The report is due on or before the 10th day after the end of each calendar quarter. This amount does not include amounts vou must spend on required directory listings (e.g,, Yellowjgages) for your Center. If we establish a regional ad -group which includes your Center, all or a portion of your -LocaLAdvertising Allocation may be reallocated to the -.regionaJ_ad_grg_up. Franchised and company-owned Centers will each have one vote in these -regionaLad^roups. See alsQjtem 11.


Name of Fee


Due Date


Regional Ad Fees

May vary, with recurring contributions Hp_tp the greater of S60,000.5 reducedby any_continuing Local Ady_ertlsin_ExRe_nditure

Usually on a monthly basis, based qn^prior month s Gross Sales, or as directed byjhe Regional Ad Group

We dgcjde when it is appropriate to form a Regional Ad Group in any particular region. Our Centers in the region will contribute on the same basis as franchised Centers. See Item 11 for more information on RegLonal.Ad Groups. The $^0,000 amcjintjs,subiect toJn^e^as_e,annu3Jly_b_asecLp.a any Jncreasejnjhe

TojncLe^as_e,annu3Jjy_ciasecu>a any mcreasejnjne Consumer Price Inde_jc1^Lonly_aLQUr_option_and prior reasonable notice.


Advertising Material Fee1

Will vary depending on cost of advertising and promotional materials developed, if any

As incurred

If we develop advertising and promotional materials, we may, at our option, pass the cost on to you or charge the -Creative Fund.

Costs of Inspection and Audit1

Varies according to your location

15 days after receipt of our notice to you of any underpayment

Payable only if you understate your Gross Revenues by more than 2%, do not submit reports to us or do not cooperate in performance of inspection and audit.

^Technology Systems Maintenance Fee

Based on hourly use; currently charged at $60 per hour during regular business hours, plus expenses

Monthly, by the 10th day of the month, based on use in the previous month

We perform ^Technology Systems maintenance services only on your request and only by prior arrangement. You pay an hourly rate plus travel and living expenses if our technicians travel to your Center.

Transfer Fee1

The greater of $12,000 or 25% of then current initial franchise fee

Before effectiveness of transfer

Payable when the franchise agreement, interest in the Center or the franchise is transferred by you. The transferee is charged no additional initial franchise fee. If you transfer undeveloped franchjse.rj^hts

under an Area Development.

for each

undeveloped franchise rightjransferred. you pay 50% of theJhen current Transfer Fee per Center

Training Program Expenses '3

Traveling and living costs associated with attending mandatory training sessions

As incurred

Initial training is free for up to three people, except for these costs. We may require additional training at other times.

Costs and Attorneys' Fees1

Will vary depending on nature of dispute

As incurred

Payable only if you lose a dispute involving us and you; we pay your costs and attorneys' fees if we lose such a dispute-

Indemnification Under Franchise Agreement1

Will vary depending on nature of the claim against us

As incurred

You have to reimburse us if we are held liable for claims resulting from you or your Center.

Payments for Items Supplied by Us1

Current published prices

As incurred

We charge you for items you purchase through us.

Insurance Premiums

Will vary depending on your location and insurer

As incurred

If you do not pay your insurance premiums, we have the right but not the obligation to pay them for you and you must reimburse us.

Additional Initial Training ''3

Then current published tuition

As incurred

We charge tuition for additional initial training.



Name of Fee4


Due Date


Development Schedule Extension Fee1

$^12,000. multiDliedbv the number of undeveloDed Centers

60 days prior to next Center development deadline referenced in development schedule

Under the Area Development Agreement, extends the development schedule for each Center not yet developed an additional six months. -

Site Evaluation and Lease Review Fee1

$^5,000 DertriD to vour Xerritorv. Raid in advance, plus our out-of-pocket expenses

$5,000 prior to Franchised Location approval, out-of-pocket expenses as incurred

Payable if you use other than our current approved supplier of site evaluation and lease review services. See Items 7 and 8.

Fees which we charge and must be paid to us. We may increase our fees for some of these items. We do not refund these fees.

Fees which are not paid to us but are not refundable.

Expenses associated with travel, meals and lodging while attending the initial training sessions. All of these expenses are payable to third parties. These expenses will vary according to where you stay, where you eat and how far you have to travel. We will train three people and even more if there is space available at the training session you wish to attend.

With the exception of the Development Schedule Extension Fee, these fees apply to each Center developed under an Area Development Agreement.


TherefojLe_^JLyQur Center is located in_a_market with Franchisees who pucchasejj franchises in pasj years, the maxinium_reguiarly recurring^ciinti;i_butiQnJo_a^egionaLA^J3rour^rnay be capped at a lower amount.








When Due

Method of Payment

Whether Refundable

To Whom Payment Is To Be Made

Initial Franchise Fee (See Note 1)



At signing




Lump Sum

No. except at our

option if vou

decline.to develop

ajLappipved sjjg

IOS or a portion

directly to the supplier

of design services

Space Design and Plan; Qther_ Architectural Services (See Note 2)



Before Opening

As incurred


Designated Designer,

Architect &

Engineers: Other


Site Evaluation and Lease Review (See Note 3)


Before opening

-In -advance



Leasehold Improvements (See Note 4)

M 20.000


Before Opening

As incurred


Other Suppliers

Fixture Purchases (See Note 5)



Before Opening

As incurred


IOS or Other Suppliers

Furniture and Artwork (See Note 6)



Before Opening

^50% at time of

order; 50% prior

to shipment


IOS or Other Suppliers

Telecommunications and Computer Equipment (See Note 7)



Before Opening

^50% prior to

training: 50%

prior to shipment



Office Equipment, Supplies and Plants (See Note 8)



Before Opening


order;,5_P% prior

to shipment


Other Suppliers

Security Deposits, Utility Deposits and Business Licenses (See Note 9)_______



Around Opening

As incurred

Deposits are


Business licenses

are not

Other Suppliers

Initial Ad Campaign



After Opening

As incurred


IOS and Other Suppliers

Initial Training, Travel and Living Expenses (See Note 10)



Before Opening

As incurred


IOS and Other Suppliers

Additional Funds (See Note 11)



As incurred

As incurred


Other Suppliers



^$42_&25 0



^Explanatory Notes

Note 1: Initial Franchise Fee. If you qualify and elect to sign an Area Development Agreement, when you sign the Area Development Agreement, you must initially pay the entire initial franchise fee for the first Center, plus $24,000 of the initial franchise fee for each additional Center to be developed under the Area Development Agreement. The remaining half of the initial franchise fee for subsequent Centers is due later. This item includes payment for space planning and design services. See Item 5.

Note 2: Space Design and Plan; Olhgr_Architectural Services. ^This estimate includes 3U&QQJLwhich vou must pav to Farrell & Associates, the architectural designjjrm that we have chosgnjQ provide space design and plans for every Center. Their work includes an interior analysis of your p_EO_p_o_s_ed Center, layout de_sign,and_a,space plan for up to 8,500 SQ^iareJ^, Thejidditional amount in the chart is an estimate of what vou must pav a local architect and engineer for construction drawings, local approvals and construction oversight-, including costs to have blueprints and design specifications approved for your locale-. Farrell & Associates must pre-approve in writing all design changes^ bv vour local architect, and their charges may increase if, in their determination, significant changes to.finaj dLa^ngs3Le_e_quired bevond what is customary. See also Item 8.

Note 3: Site Evaluation and Lease Review. If you use other than our current approved supplier of site evaluation and lease review services, you must pay us $-5.000 per visit to vour Territory, plus our out-of-pocket expenses, to assist you and your selected supplier of these servicesJn__connection with_sjte evaluation_and lease approval. See Items 6 and 8.

Note 4: Leasehold Improvements. If you do not already own or lease a suitable location for the Center, then you will need to purchase or lease suitable facilities. We estimate that you will require approximately -5,000 to -7,50Q square feet of office space for the operation of a Center, however, other sizes may be acceptable. -The estimatejn_the_chart assumesjhat your landlord is giving vou a tenant finish allowance of $30 to $40 per square foot and only includes your costs over and above the tenant finisji_a.ljowancejbr_ka^eh_a]jjjmrjrovements. We^dojniit_rec<3mmend,_andj

Lgc.ation_proposed for lease if the tenant finisji_a)lpwance is less than_$20 per square foot. Th_e_Iow_end estimate in the above chart applies to a "build-to-suit" lease under which the landlord pavs most of the leas^haldJniPIoJtLejnent costs. Typically Centers contain approximately -15. private offices. If the number of private offices exceeds or is less than -15^ the combined estimates in the chart for Leasehold Improvements, Fixture Purchases, and Furniture and Artwork will increase or decrease, as the case may be, by approximately $^6,000 per office. The cost per square foot of office space varies considerably depending on the location and market conditions affecting commercial property. - The leasehold improvements typically necessary include interior remodeling, painting, wall covering, HVAC, plumbing, data wiring and other electrical, interior blinds, signboard, fixture installation and various other improvements. Many of these improvements are made by the landlord under a tenant finish allowance or are factored into your lease. -Your continuing rental rate will be based in part on the leasehold improvement costs paid by the landlord. See Notes 8 and 10 below for information regarding lease deposit and monthly rent expenses.

If you elect to purchase the property for vour Center, we are unablejo estimate the cost per square foot of commercial space due to significant variances based on location and market conditions^ XlLe_refo_re*J>ropertv purchase isjiMjncluded.injhe_a^ayAharL



Note 5: Fixtures. Fixtures for the Center include carpeting, mailboxes, folding wall, lighting fixtures, key padlock and printer, and a key box. All of these fixtures are available in our equipment package. See Item 5. The low range estimate for fixture purchases in the chart reflects what you pay for fixtures if you purchase them as a part of our equipment package. Fixture installation and any other fixtures needed for your particular Center are included in the above estimate for leasehold improvements.

Note 6: Furniture and Artwork. Your Center must be furnished and decorated based on our decor standards and specifications. Furniture will include reception area furniture, reception desk, office desks, chairs, conference room tables, artwork and miscellaneous other furniture. If you purchase the furniture and artwork as a part of the equipment package available through us, you will pay approximately the amount listed as the low range estimate in the above chart. See Item 5 for more information on the equipment package.

Note 7: Telecommunications and Computer Equipment. This -amount is paid to us and covers equipment ^osts and ordering, installation, integration, configuration and licensing of the. Technology Systems for vour Center,_incJ.uding PBX,_p_hQne_s, voice mail, computer hardware,_an uninterrupted power suddIv system, tape backup. hubt firewall, routers, equipment rack, modem and software. See Item 5 and Item 11 for more information.

Note 8: Office Equipment, Supplies and Plants. A Center must be equipped with the necessary office equipment, paper goods, office supplies, decorative plants and other supplies necessary to operate your Center consistent with our standards and specifications. The estimates in the above chart include costs for a copier ($4,750 (used) to $15,000) a plain paper fax machine ($500 to $1,000) and a leased postage meter. Plants will cost between $1,500 and $3,000.

Note 9: Security Deposits, Utility Deposits and Business Licenses. Security deposits range from nothing to one months' rent; utility deposits range from a nominal amount to approximately $1,000 and business licenses range from approximately $100 to $1,000, depending on your location.

Note 10: Initial Training (Travel and Living Expenses). Your travel and living expenses when you attend our initial training program vary depending on the length of your instruction, the distance you must travel and the standard of living you desire while you attend the program. See Items 6 and 11. You or a designated employee ("Principal Operator") must successfully complete the initial training program. See Item 11.

Note 11: Additional Funds. This estimates your other pre-operational expenses, which we have not listed above, as well as working capital necessary for the first three months of your business operations. This does not include an estimate of any additional funds necessary for working capital beyond this period. These figures are estimates and IOS cannot guarantee that you will not have additional expenses starting the business. Your costs depend on factors such as: how well you follow our methods and procedures; your management skill, experience and business acumen; local economic conditions; the local market for our services; the prevailing wage rate; competition; and the sales level reached during this initial period. This item includes a variety of expenses and working capital items during your start-up phase such as legal and accounting fees, advertising, insurance, rent (-assuming a Center between ^5.000 to -7.500 square feet and a rate of $-20 to $^4fi per square foot, your monthly rent will vary between $^8,500 and $-21.000 per month). If you locate your Center in a large metropolitan area, or your landlord gives you a tenant finish allowance which is built into your monthly rental rate, the rental rate may exceed $^4fl per square foot and result in a monthly rental payment in excess of the above estimate. You should investigate the rental rates in the area where you propose to locate your Center.), equipment lease payments, equipment warranty costs, employee salaries, and other miscellaneous costs. However, this item excludes your salary.



Note 12: Basis For Estimates; Financing. We relied on our over -J_l. years experience operating Centers when preparing these figures. You should review these figures carefully with a business advisor before making any decision to purchase a franchise. We do not offer financing of the initial franchise fee or any other fees you incur in connection with your franchise. The availability and terms of financing from independent third parties depends on factors such as the availability of financing generally, your credit worthiness, other security and collateral you may have and policies of lenders.

If you sign an Area Development Agreement, you will incur the costs described in the chart for every^ INTELLIGENT OFFICE Center developed.




Your Center must be established and operated in compliance with your Franchise Agreement. It is mandatory that you comply with the standards and specifications contained in an operations manual we provide to you, in the form of one or more manuals, technical bulletins or other written materials ("Operations Manual"), which we may modify. We provide you with our standards and specifications for almost all of the services offered at or through your Center and for the Franchised Location, equipment, computer software, furniture, fixtures, decpjr^supplies, forms, advertising material and other items used at your Center.

Center Lease, Qesipn and Build-OuJ,

We must approve your lease or sublease ("Lease") for the Franchised Location of your Center before you sign the Lease. You will deliver a copy of the signed Lease to us within 15 days after you sign it. We require that you collaterally assign the Lease to us as security for your timely performance of all obligations under the Franchise Agreement and obtain the lessor's consent to the collateral assignment. A copy of our standard form Collateral Assignment of Lease is attached to this Offering Circular as Exhibit D. See Item 7.

The_pjri m arxJ.ea&e_must_opjrta i n_certa i n_pxQvi si_o_n s_Rtan_t i ng_u s__cejcta i nj-jght s_as, YQurJranc.h 'Q-L including:

D         TheJnitiaJ_tenTLjaOheJ^                                                   with anv_renewaljeirns__(foj;

which rent must be specified in the lease) must be for atJeasi2Q_years: fii) TheJejisjLmjisJ^i^eJkeJandJpj:d^s_c.Qnsent to vo_u_r_ue oQhe M_arjks_an-d signage which

w_e_jnitiaJly_prescribe for the Center; fiii) We must have the righjLto entexJhe.eternises to make any modification necessary to

pr^te^JUheJ^ii.rJcs_and_the_Syste.m; Qy) We or our designee, wi_th_ojut_the landlord's approyalanusJJiaxejhe_op_tionJoassume vour

occupancy rights under the existing leasjLtejrms.andJiaye the riglit_to assign the lease or

sublet jhe_Rremies,_fQr_the_^

leas_e_or_theJFranchise Agreement or if the .l_e_a.se___Qr_Eranchlse_Agreement is terminated: (y) Your lessor must agree to provide us with a notice of default and an opportunity to pure

any_default;_an_d (yi) Thejease mu_sXQntain.aji_se.pjovision which is accepJ_aMeJp__us!



-As_aoJed above, the designated architectural desjgrjjlrm fQLSRacjLdesjgn. planning and layout for the_Centerjs Farrell & Associates, of Garden City, New York-._Jfeu_mustengafie Farrell &Ass,Qciates._and pay them directly, for vour initial design and_s_pace planning drawings. All changes to your Center design and layout proposed by -your chosen local_archiie_c_t, must be approved in writing by -Farrell &_Associates prior to implementation. The $10,000 design fee paid to Ferrell & Associates includes two hours of design consultation with you. You will pay Farrell & Associates $125 per hour or the then current rate for additional consultation regarding design changes or other matters. See -also ltem.7.

Our currently approved national tenant broker is Diversified Investment of Adventura.Jlorida. Diversified Investment assists you in site evaluation and lease review. If you choose to use a ^tenant broker other than Diversified Investment, qlvou decline to u_se_any_tenant broker, we charge you a fee per visit to vour Territory plus our out-of-pocket expenses-^ to perform or assist in site evaluation and lease review. See Items 6 and 7.

Telecommunications and Computer Equipment.

Each of our franchisees %nust purchase from us and must use the Technology Systems that we install, integrate and configure for you_at_..your Center, thro_ugh_qur employees or other designated technolQgy_speciaLists. TheJCedmologv Systems include PBX^jjhpnes. voice mail. cojmp_uierJiardwai_e_ ajLjininlejTuqteJ^power supply svstem,jape backup, hub, firewall, routers, equipment rackunfidem and sofrwar.ejhat we_have_aurchased turjQugh_thicd party vendors nQ^afTjliated with us. We are the only approved ^source for these items and services. We derive revenue from the sale of the -Te_chnol_ogy Systems and from the related installation, configuration and integration services-. You must provide us with 24/7 electronic, remote access to the Technology Systems and the information contained in the Technology Systems, including all servers, the PBX and accounting systems. You will sign our ^Technology Systems Installation^, Integration and License Agreement, attached to this Offering Circular as Exhibit C. -and oav the Technology Charge, prior to our_arderjng. installation. integrati_Qn__and configuratip_n_support. Technology Systems maintenance can be performed by your own technical support persons, if they are certified by us, or by other sources approved by us. See aJsoJtems -5.JL_Z and -LL We estimate that the cost for the Technology Systems and the related installation, configuration and integration service ranges from approximately 10% to 20% of your total cost of establishing your Center and approximately 1 % or less of your total cost of operating your Center after that time.

Other Purchases From Designated or Approved Sources.

We also require that you purchase or lease the rest of your equipment, furniture, fixtures, products, supplies and services used or leased through your Center only from suppliers approved by us in advance. You may purchase or lease equipment, furniture, fixtures, supplies and services meeting our standards and specifications from us or any source approved by us. We will sell you our equipment package, including fixtures, furniture, artwork, telecommunications equipment, computer hardware and software needed to operate your Center. See Items 5, 7 and 11. After you pay your initial franchise fee, we make available to you our equipment package, as well as a list of our approved suppliers, the standards and specifications for services to be provided by you through your Center, and our criteria for approving a supplier. -Currently, we are not affiliated with any of our approved third-party suppliers. In the fiscal year ended December 31, -2J3Q5, we received revenue from the sale or lease of products and services directly from us to franchisees -(inclusive of the Technology Systems discussed abovel of $1.949.494 or 69% of our total revenues of $^2.826.531. We estimate that the costs of your, total purchases from designated or approved sources, or according to our standards and specifications (including the Technology Systems and related costs described in the preceding paragraph), may range from 65% to 85% of the total cost of establishing your Center and less than 5% of the total cost of operating your Center after that time.




If you want to purchase or lease any equipment, furniture, fixtures, supplies or services that we have not approved, you will need to notify us and obtain our approval in advance. The notification should include sufficient specifications, photographs, drawings, other information or samples to determine whether those items or those suppliers meet our specifications. We have 60 days to approve or disapprove of an item or a supplier. In the event we do not respond tp_your, notification requesting approval, such failure to respond shall be deemed a disapproval of vour request for approval. We will not unreasonably withhold our approval of an item or a supplier of your choosing, if the item or supplier meets our published standards and specifications. We reserve the right to change the published standards regarding any approved supplier or any equipment, furniture, fixtures, products, supplies or services used, offered for sale or leased by franchisees upon 30 days written notice to all franchisees and all approved suppliers.

We have no purchasing or distribution cooperatives. Periodically, we negotiate purchase arrangements with suppliers for the benefit of our franchisees. During our fiscal year ended December 31, -2005,, we received no payments from suppliers on account of their dealings with you or other franchisees, but we reserve the right to receive payment in the future. We may, in our discretion, either retain the credit of any volume discounts or rebates received, contribute them to the^ Creative Fund or forward them to you.

We do not provide material benefits, such as renewal advantages or granting additional franchises, to franchisees based on their use of designated or approved sources or suppliers.

Advertising and Marketing.

=______All marketing and_promotion of vour INTELLIGENT OFFICE Center must conform to our

standards and specifications. You must submit to us samples of all advertising and promotional materials that.haxe_notj3e_eji_prepar_ed_or previously approved bv us. Your Center must pajticjpatejn promotions we institute from time to time for all INTELLIGENT OFFICE Centers^or all Centers within vour particular market area. We retain the righLto develop and control all advertising using our Marks on the Internet and_any_us^_pXa-domain.nam_e_tpr the.business ci^nducled^y_orJhr^uglLyour Center. We reserve the,right1_upon 30 davs prior writteqnptice to vou. to require that vou participate in electronic advertising fay__creating, customizing ocproviding access_to_a linked web page or otherwise,. The only website or webp_age_yp.ucan_maintain for vour Center andjorjthe busjness_conducted by and throughjhe Center_ig_by link to our website at www.intelligentoffice.com. We also reserve the right to charge you a fee for access to certain electronic or other communication services we provide or_make available.to you_which_may. include a,reasonable_pro_fit_to us for these services.


You must maintain certain types and amounts of insurance coverage described in the Franchise Agreement, attac_hed_as Exhibit B. or_as_mav b_e_described in the Operations Manual. lf_YQUfaJLto, purchase this insurance, we mav obtain insurancejbr vou and_you must reimburse us for the cost of the insurance. Upon reasonable notice to vou. we mav change the types and amounts of insurance you must mai*nLaln_b_as_ed_pn whaLJSjreasonable _and_cu,s_LQmary_in_gimilar busjnesses^AjJ insurance policiesjnugt name us as an_additional insured_and give us at least 30 davs prior written notice of cancelJatjon_pr amejidment^Yo_u_a]so must provide us with certificates of insurance evidencing^vour insurance_c_QYeragg before the_Qpening of you reenter. Yo_ujnusiJfarnish us with.copies of alLrequired insurance_p,o_licies or other evidence of insurance_coverage_and payment of premiums as we requestirom time to time.







Section in Agreement

Item in Offering Circular

(a) Site selection and acquisition/lease

Sections 5.1 and 5.2 of Franchise Agreement; Sections -3,4 and 3.5 of Area Development Agreement

Items 7, 8, 11 and Exhibit E

(b) Pre-opening purchases/leases

Sections 5.2, 5.3, 5.4, 5.5 and 5.6 of Franchise Agreement

Items 5, 6, 7 and 8

(c) Site development and other pre-opening requirements

Sections 5.3, 5.4, 5.5 and 5.6 of Franchise Agreement

Items 7, 8 and 11

(d) Initial and ongoing training

Article 6 of Franchise Agreement

Items 6, 7 and 11

(e) Opening

Section 5.7 of Franchise Agreement

Item 11

(f) Fees

Sections 4.1,5.2..5X15, 12.2.^12.3. 12.4 and Article 11 of Franchise Agreement; Article 2 and "Sections 3.1 and 3.2 of Area Development Agreement

Items 5, 6 and 7

(g) Compliance with standards and policies/Operations Manual

Articles 8 and 13 of Franchise Agreement

Items 8, 11 and 14

(h) Trademarks and proprietary information

Article 14 of Franchise Agreement

Items 13 and 14

(i) Restrictions on products/services offered

Sections 13.3, 13.4 and 13.5 of Franchise Agreement

Items 8, 11 and 16

(j) Warranty and customer service requirements



(k) Territorial development and sales quotas

None - Franchise Agreement; Sections -1.1 and 3.1 of Area Development Agreement

Item 12

(I) On-going product/service purchases

Sections 10.1, 13.3, 13.4 and 13.5 of Franchise Agreement

Item 8

(m) Maintenance, appearance and remodeling requirements

Section 10.1 of Franchise Agreement

Item 11

(n) Insurance

Article 21 of Franchise Agreement

Items 7 and 8

(o) Advertising

Article 12 of Franchise Agreement

Items 6, 7 and 11

(p) Indemnification

Section 19.3 of Franchise Agreement; Section 7.2 of Area Development Agreement

Item 6




Section in Agreement

Item in Offering Circular

(q) Owner's


Section 10.1 of Franchise Agreement

Items 11 and 15

(r) Records and reports

Article 15 of Franchise Agreement

Items 6 and 8

(s) Inspections/audits

Sections -JJL2 and 15.3 of Franchise Agreement

Item 6

(t) Transfer

Article 16 of Franchise Agreement; Article 5 of Area Development Agreement

Item 17

(u) Renewal

Article 17 of Franchise Agreement

Item 17

(v) Post-termination obligations

Sections 18.4, 20.2 and 20.3 of Franchise Agreement; Section 4.4 of Area Development Agreement

Item 17

(w) Non-competition covenants

Article 20 of Franchise Agreement; Article 6 of Area Development Agreement

Item 17

(x) Dispute resolution

Section 22.1 of Franchise Agreement; -Section 8.1 -of Area Development Agreement

Item 17



You are eligible for expedited and streamlined Small Business Administration ("SBA") loan processing through the SBA's Franchise Registration Program. See www.franchiseregistry.com.

Except as set forth above, neither we nor any agent or affiliate currently offer, directly or indirectly, any financing arrangements to you, nor do we guarantee any lease or other obligations for you. We may in the future, however, recommend a third party lender to you. We do not receive any benefit, monetary or otherwise, from any recommended lender. We cannot estimate whether you will be able to obtain financing for any part or all of your investment and, if so, the terms of the financing, which will depend on your creditworthiness and other factors. We do not have any past or present practice or intention to sell, assign or discount to any third party, in whole or in part, any note, contract or other instrument signed by you.


Except as listed below, we need not provide any assistance to you. Pre-Opening Assistance

Before you open your Center, we will:



1.          Designate your Protected Territory (Section 3.2 and Exhibit I to Franchise Agreement); Designate your Development Area (Section 1.1 of Area Development Agreement).

2.          Assist you in locating the site for your Center by providing you with written criteria for an acceptable site. Unless otherwise agreed in writing, we require that you locate and obtain our approval of an office space for the Franchised Location within 180 days of signing the Franchise Agreement and that you open your Center for business within nine months of signing the Franchise Agreement. We must approve of the location. No contractual limit exists on the time it takes us to approve or disapprove your proposed location. However, we typically take no more than 15 days to approve or.disapprove your location, and we will extend your development deadlines when circumstances beyond your reasonable control delay the site selection and approval process. If you refuse to develop your Center on a site after we have approved it, we may terminate your Franchise Agreement and refund a portion of your initial franchise fee, at our option. See Item 5. (Sections 5.1 and 7.1 .b. of Franchise Agreement).

3.          Provide you with our standards and specifications for the leasehold improvements, layout, design, decoration, color schemes, signs, furniture, office equipment, telecommunications equipment and computer hardware and software for the Center. You must purchase through us the Program and related systems installation, configuration and integration services. We must approve of the Lease before you enter into it and of your construction plans and specifications before construction begins. In addition to the portion of your nonrefundable initial franchise fee that we pay to our architectural design firm, Farrell & Associates, you are responsible for the cost of any architectural designs and drawings that you obtain and for the costs related to modifying any plans that our designated designer may provide to you, and for the costs of construction of leasehold improvements. (Sections 5.2, 5.3, 5.4, 7.I.e. and 7.2 of Franchise Agreement).

4.           Provide you with advice regarding the selection of suppliers of furniture, equipment, items and materials used and services offered for sale in connection with your Center. We will provide you with the opportunity to purchase our equipment package, described in Items 5, 7 and 8, and with a list of approved third-party suppliers, if any, of such furniture, equipment, items and materials, and, if available, a description of any regional or central purchase and supply agreements offered by such approved suppliers for the benefit of-INTELLIGENT OFFICE franchisees. (Sections 7.1 .d. and 13.4 of Franchise Agreement).

5.          Before your Center opens, we furnish an initial training program. (Article 6 of Franchise Agreement).

6.          Loan you one copy of our confidential and proprietary Operations Manual, covering^ INTELLIGENT OFFICE specifications, standards and operating procedures and Client relationships and information about your obligations in this regard. (Section 8.1 of Franchise Agreement).

7.          Assist you in determining your initial marketing plans and advertising campaign. (Section 12.2 of Franchise Agreement).

Continuing Assistance

During the operation of your Center, we:

1.          Upon your reasonable request, consult by telephone, facsimile or electronic mail

regarding the continued operation and management of your Center and advise you regarding telecommunications equipment and services, office needs, Client relations, billing and collections and supplier relations issues and similar advice. (Section 9.1 .a. of Franchise Agreement).



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