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FRANCHISE DISCLOSURE DOCUMENT

CHHJ FRANCHISING L.L.C.

a Delaware limited liability company

1513 East 9

Avenue

Tampa, Florida 33605

Telephone: (800) 586-5872

www.collegehunkshaulingjunk.com

[email protected]

www.Twitter.com/CollegeHunks

www.Facebook.com/CollegeHunks

www.Linkedin.com/in/Colle

eHunksHaulin

Junk

We are offering franchises for the operation of businesses operating under the College Hunks

Hauling Junk® and College Hunks Moving® names which will provide junk removal services and/or

moving services, including picking up unwanted items from residential or commercial clients and taking

it to the appropriate landfill or transfer station for appropriate disposal or recycling. We offer standard

franchises, “small market” franchises and conversion franchises.

The total investment necessary to begin operation of a College Hunks Hauling Junk® or College

Hunks Moving® franchise is $101,400 to $207,950. This includes at least $40,000 to $50,000 that must

be paid to us or our parent or affiliates.

This Disclosure Document summarizes certain provisions of your franchise agreement and other

information in plain English. Read this Disclosure Document and all accompanying agreements

carefully. You must receive the Disclosure Document at least 14 calendar days before you sign a binding

agreement with, or make any payment to the franchisor or an affiliate in connection with the proposed

franchise sale. Note, however, that no government agency has verified the information contained in

this document.

You may wish to receive your Disclosure Document in another format that is more convenient for

you. To discuss the availability of disclosures in different formats, contact Nicholas Friedman at 1513

East 9

Avenue, Tampa, Florida 33605 and (800) 586-5872.

The terms of your contract will govern your franchise relationship. Don’t rely on the Disclosure

Document alone to understand your contract. Read all of your contract carefully. Show your contract

and this Disclosure Document to an advisor, like a lawyer or an accountant.

Buying a franchise is a complex investment. The information in this Disclosure Document can

help you make up your mind. More information on franchising, such as “A Consumer’s Guide to Buying

a Franchise,” which can help you understand how to use this Disclosure Document, is available from the

Federal Trade Commission. You can contact the FTC at 1-877-FTC-HELP or by writing to the FTC at

600 Pennsylvania Avenue, NW, Washington, DC 20580. You can also visit the FTC’s home page at

www.ftc.gov for additional information. Call your state agency or visit your public library for other

sources of information on franchising.

There may also be laws on franchising in your state. Ask your state agencies about them.

Issuance Date: May 29, 2013

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STATE COVER PAGE

Your state may have a franchise law that requires a franchisor to register or file with a state

franchise administrator before offering or selling in your state. REGISTRATION OF A FRANCHISE

BY A STATE DOES NOT MEAN THAT THE STATE RECOMMENDS THE FRANCHISE OR HAS

VERIFIED THE INFORMATION IN THIS DISCLOSURE DOCUMENT.

Call the state franchise administrator listed in Exhibit “A” for information about the franchisor,

about other franchisors, or about franchising in your state.

MANY FRANCHISE AGREEMENTS DO NOT ALLOW YOU TO RENEW

UNCONDITIONALLY AFTER THE INITIAL TERM EXPIRES. YOU MAY HAVE TO SIGN A

NEW AGREEMENT WITH DIFFERENT TERMS AND CONDITIONS IN ORDER TO CONTINUE

TO OPERATE YOUR BUSINESS. BEFORE YOU BUY, CONSIDER WHAT RIGHTS YOU HAVE

TO RENEW YOUR FRANCHISE, IF ANY, AND WHAT TERMS YOU MIGHT HAVE TO ACCEPT

IN ORDER TO RENEW.

Please consider the following RISK FACTORS before you buy this franchise:

1. THE FRANCHISE AGREEMENT REQUIRES YOU TO RESOLVE DISPUTES WITH US BY

MEDIATION AND ARBITRATION ONLY IN FLORIDA. OUT OF STATE MEDIATION

AND ARBITRATION MAY FORCE YOU TO ACCEPT A LESS FAVORABLE

SETTLEMENT FOR DISPUTES. IT MAY ALSO COST MORE TO MEDIATE AND

ARBITRATE WITH US IN FLORIDA THAN IN YOUR OWN STATE.

2. THE FRANCHISE AGREEMENT STATES THAT FLORIDA LAW GOVERNS THE

AGREEMENTS, AND THIS LAW MAY NOT PROVIDE THE SAME PROTECTIONS AND

BENEFITS AS LOCAL LAW. YOU MAY WANT TO COMPARE THESE LAWS.

3. THERE MAY BE OTHER RISKS CONCERNING THIS FRANCHISE.

We use the services of one or more FRANCHISE BROKERS or referral sources to assist us

in selling our franchise. A franchise broker or referral source represents us, not you. We pay this

person a fee for selling our franchise or referring you to us. You should be sure to do your own

investigation of the franchise.

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STATE EFFECTIVE DATES

The following states require that the Franchise Disclosure Document be registered or filed with the state,

or be exempt from registration: California, Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota,

New York, North Dakota, Rhode Island, South Dakota, Virginia, Washington and Wisconsin.

This Franchise Disclosure Document is registered, on file or exempt from registration in the following

states having franchise registration and disclosure laws, with the following effective dates:

STATE EFFECTIVE DATE

California

Hawaii

Illinois

Indiana August 8, 2012

Maryland

Michigan

Minnesota

New York

North Dakota

Rhode Island

South Dakota

Virginia

Washington August 30, 2012

Wisconsin

College Hunks/ufoc-06

THE STATE OF MICHIGAN PROHIBITS CERTAIN UNFAIR PROVISIONS

THAT ARE SOMETIMES IN FRANCHISE DOCUMENTS. IF ANY OF THE

FOLLOWING PROVISIONS ARE IN THESE FRANCHISE DOCUMENTS, THE

PROVISIONS ARE VOID AND CANNOT BE ENFORCED AGAINST YOU.

1. Each of the following provisions is void and unenforceable if contained in any documents

relating to a franchise:

(a) A prohibition on the right of a franchisee to join an association of franchisees.

(b) A requirement that a franchisee assent to a release, assignment, novation, waiver,

or estoppel which deprives a franchisee of rights and protections provided in this act. This shall

not preclude a franchisee, after entering into a franchise agreement, from settling any and all

claims.

2. A provision that permits a franchisor to terminate a franchise before the expiration of its

term except for good cause. Good cause shall include the failure of the franchisee to comply with any

lawful provision of the franchise agreement and to cure such failure after being given written notice

thereof and a reasonable opportunity, which in no event need be more than 30 days, to cure such failure.

3. A provision that permits a franchisor to refuse to renew a franchise without fairly

compensating the franchisee by repurchase or other means for the fair market value at the time of

expiration of the franchisee's inventory, supplies, equipment, fixtures, and furnishings. Personalized

materials which have no value to the franchisor and inventory, supplies, equipment, fixtures, and

furnishings not reasonably required in the conduct of the franchise business are not subject to

compensation. This subsection applies only if: (I) the term of the franchise is less than 5 years and

(ii) the franchisee is prohibited by the franchise or other agreement from continuing to conduct substan-

tially the same business under another trademark, service mark, trade name, logotype, advertising, or

other commercial symbol in the same area subsequent to the expiration of the franchise or the franchisee

does not receive at least 6 months advance notice of franchisor's intent not to renew the franchise.

4. A provision that permits the franchisor to refuse to renew a franchise on terms generally

available to other franchisees of the same class or type under similar circumstances. This section does not

require a renewal provision.

5. A provision requiring that arbitration or litigation be conducted outside this state. This

shall not preclude the franchisee from entering into an agreement, at the time of arbitration, to conduct

arbitration at a location outside this state.

6. A provision which permits a franchisor to refuse to permit a transfer of ownership of a

franchise, except for good cause. This subdivision does not prevent a franchisor from exercising a right

of first refusal to purchase the franchise. Good cause shall include, but is not limited to:

(a) The failure of the proposed transferee to meet the franchisor's then current

reasonable qualifications or standards.

(b) The fact that the proposed transferee is a competitor of the franchisor or

subfranchisor.

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all lawful obligations.

(d) The failure of the franchisee or proposed transferee to pay any sums owing to the

franchisor or to cure any default in the franchise agreement existing at the time of the proposed

transfer.

7. A provision that requires the franchisee to resell to the franchisor items that are not

uniquely identified with the franchisor. This subdivision does not prohibit a provision that grants to a

franchisor a right of first refusal to purchase the assets of a franchise on the same terms and conditions as

a bona fide third party willing and able to purchase those assets, nor does this subdivision prohibit a

provision that grants the franchisor the right to acquire the assets of a franchise for the market or

appraised value of such assets if the franchisee has breached the lawful provisions of the franchise

agreement and has failed to cure the breach in the manner provided in subdivision (c).

8. A provision which permits the franchisor to directly or indirectly convey, assign, or

otherwise transfer its obligations to fulfill contractual obligations to the franchisee unless provision has

been made for providing the required contractual services.

If the franchisor's most recent financial statements are unaudited and show a net worth of less than

$100,000.00, the franchisee may request the franchisor to arrange for the escrow of initial investment and

other funds paid by the franchisee until the obligations, if any, of the franchisor to provide real estate,

improvements, equipment, inventory, training or other items included in the franchise offering are fulfilled.

At the option of the franchisor, a surety bond may be provided in place of escrow.

THE FACT THAT THERE IS A NOTICE OF THIS OFFERING ON FILE WITH THE

ATTORNEY GENERAL DOES NOT CONSTITUTE APPROVAL, RECOMMENDATION, OR

ENDORSEMENT BY THE ATTORNEY GENERAL.

Any questions regarding this notice should be directed to:

State of Michigan

Department of Attorney General

CONSUMER PROTECTION DIVISION

Attention: Franchise

G. Mennen Williams Building

525 West Ottawa, 7

Floor

Lansing, Michigan 48909

Telephone Number: (517) 373-7117

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TABLE OF CONTENTS

ITEM 1 THE FRANCHISOR, AND ANY PARENTS, PREDECESSORS AND AFFILIATES ........ 1

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

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

ITEM 4 BANKRUPTCY ............................................................................................................................ 4

ITEM 5 INITIAL FEES ............................................................................................................................. 4

ITEM 6 OTHER FEES............................................................................................................................... 7

ITEM 7 ESTIMATED INITIAL INVESTMENT .................................................................................. 14

ITEM 8 RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES ................................. 18

ITEM 9 FRANCHISEE’S OBLIGATIONS ........................................................................................... 22

ITEM 10 FINANCING ............................................................................................................................. 23

ITEM 11 FRANCHISOR’S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS AND

TRAINING ................................................................................................................................................ 24

ITEM 12 TERRITORY ............................................................................................................................ 33

ITEM 13 TRADEMARKS ....................................................................................................................... 38

ITEM 14 PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION .............................. 40

ITEM 15 OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THE

FRANCHISE BUSINESS ......................................................................................................................... 41

ITEM 16 RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL ....................................... 41

ITEM 17 RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION ................. 42

ITEM 18 PUBLIC FIGURES .................................................................................................................. 46

ITEM 19 FINANCIAL PERFORMANCE REPRESENTATIONS ..................................................... 46

ITEM 20 OUTLETS AND FRANCHISEE INFORMATION .............................................................. 52

ITEM 21 FINANCIAL STATEMENTS ................................................................................................. 59

ITEM 22 CONTRACTS ........................................................................................................................... 59

ITEM 23 RECEIPTS ................................................................................................................................ 59

EXHIBITS

Exhibit A – State Administrators/Agents for Service of Process

Exhibit B – State Specific Addendum

Exhibit C – Franchise Agreement with Exhibits

Exhibit D – List of Franchisees

Exhibit E – List of Franchisees

Exhibit F – Table of Contents of Operations Manual

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Exhibit G – Financial Statements

Exhibit H – Franchisee Disclosure Acknowledgment Statement

Exhibit I – Deposit Agreement

RECEIPT

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ITEM 1

THE FRANCHISOR, AND ANY PARENTS, PREDECESSORS AND AFFILIATES

The Franchisor

The Franchisor is CHHJ Franchising L.L.C. (“we,” “our” or “us”), a Delaware limited liability

company that was formed on October 20, 2006 and has its principal place of business at 1513 East 9

Avenue, Tampa, Florida 33605. We do business under our corporate name and under the trade marks

College Hunks Hauling Junk® and College Hunks Moving®. We will refer to the person who buys a

franchise as “you” or “your” throughout this Disclosure Document. If you are a business entity, “you” or

“your” also includes each partner, shareholder and/or other owner of that entity.

We are offering franchises for the operation of businesses operating under the Marks which

provide junk removal services and/or moving services, including picking up unwanted items from

residential or commercial clients and taking it to the appropriate landfill or transfer station for appropriate

disposal or recycling. We presently do not operate a business of the type being franchised or any other

type of business. We have never offered franchises in any other line of business. We began offering

franchises in mid-2007. Our agents for service of process are listed in Exhibit “A.”

Our Parents, Predecessors and Affiliates

We have no predecessors.

Our parent is Friedman and Soliman Enterprises, LLC (“F&S”), a Maryland limited liability

company, that was formed on March 25, 2005 and is located at 1513 East 9

Avenue, Tampa, Florida

33605. F&S owns the Marks and has licensed to us (see Item 13). F&S has never offered franchises in

this or any other line of business. F&S does not operate a business of the type to be operated by you.

F&S will not provide you with any products or services, nor will it guaranty our performance.

Our first affiliate is CHHJ, LLC (“CHHJ”), a Maryland limited liability company, that is

headquartered at 4980 East Wyaconda Road, Rockville, Maryland 20852. CHHJ has never offered

franchises in this or any other line of business. CHHJ currently operates a business of the type being

franchised which has been in operation since 2005 and which provides services in Washington DC,

Maryland and Virginia (a total of nine Zones).

Our second affiliate is CFPB LLC (“CFPB”), a Maryland limited liability company,

headquartered at 1513 East 9

Avenue, Tampa, Florida 33605. CFPB owns a majority interest in a

Franchised Business in Tampa, Florida, which is still operated with a minority owner franchisee.

Between 2010 and 2011, CFPB owned and operated one business of the type being franchised in North

Carolina. This territory was reacquired from a franchisee in 2010 and subsequently sold to a franchisee in

November 2011. CFPB has never offered franchises in this or any other line of business.

The System

Our system includes a method of providing junk removal services and/or moving services for

residential or commercial clients; color scheme and custom lettered vehicles; materials and supplies;

using the designated Call Center; proprietary software; methods, specifications and procedures for

operations; procedures for management control; training and assistance; and merchandising, advertising

and promotional programs, and client service procedures, all of which may be changed, improved and

further developed (the “System”). Our Call Center is a centralized office that will receive orders for

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service from clients via telephone, e-mail and fax. The Call Center will then forwards the request for

service to the appropriate franchisee. The Call Center will schedule appointments, maintain a

comprehensive client database, and may conduct follow-up calls with all clients to verify the client’s

satisfaction with the service, and provide you with detailed reports so that you may more effectively

manage your Franchised Business.

We may add additional products and services to the System, such as roll-off containers. We may

designate that these additional products and services are optional for our franchisees, or we may designate

them as mandatory.

We currently offer College Hunks Moving® services in select markets, which is part of the

College Hunks Hauling Junk® Franchised Business. The College Hunks Moving® services may also

include packing boxes for customers as well as sales of boxes and packing materials. If you will provide

College Hunks Moving® services, you will need to have additional equipment, training, insurance and a

different type of vehicle. Currently providing College Hunks Moving® services is optional for our

franchisees, but we reserve the right to require all franchisees to provide College Hunks Moving®

services in the future. We also reserve the right to split the College Hunks Moving® services portion of

the Franchised Business into a separate franchise opportunity in the future.

If you are an existing franchisee of ours as of December 31, 2010, your territorial rights under

your existing Franchise Agreement includes the right to offer College Hunks Moving® services. If you

choose to offer College Hunks Moving® services, we reserve the right to require you to sign an

addendum to your Franchise Agreement to memorialize this and to add College Hunks Moving® services

as part of the approved products and services you may offer. If you choose to opt-out or not offer College

Hunks Moving® services, we may offer it to another franchisees in your Designated Territory (see Item

12). In addition, if you are a new franchisee and you wish to purchase either the College Hunks Hauling

Junk® or the College Hunks Moving® concept (but not both), then we will have the right to sell the other

concept to another franchisee within your Designated Territory. If you are in good standing under your

Franchise Agreement, we will notify you of the proposed sale of the other concept and you will have 10

days after our notice to purchase the other concept. If you do not, then we may sell the concept to the

other franchisee. If you are not in good standing under your Franchise Agreement, you will not be

offered the opportunity to purchase the other concept.

The System is identified by certain trade names, service marks, trademarks, logos, emblems and

indicia of origin, including the marks “College Hunks Hauling Junk®,” “College Hunks Moving®,” “The

Junk Hunk®” (our company mascot), “Let Tomorrow’s Leaders Haul Your Junk Today!®,” “Have a

Junk-Free Day!®,” and “Junk Free is the Way to Be!®,” (collectively, the “Marks”). Our Parent owns

the Marks, the toll-free number 1-800-Junk-USA® and the websites www.1800junkusa.com,

www.collegehunks.com and www.collegehunkshaulingjunk.com (collectively, the “Proprietary

Marks”). Our Parent has licensed the Proprietary Marks to us so that we may license them to our

franchisees. Our Parent reserves the right to operate businesses and to license others to operate

businesses using the 1-800-Junk-USA® trademark, telephone number and website anywhere, including

within your Designated Territory.

The Franchise Offered

You will have the opportunity to purchase a Junk Removal Services Franchise, a Moving

Services Franchise, or both depending on your financial ability and your professional experience. These

are two separate but similar business models that must be budgeted for properly and treated as two

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separate businesses although there are some shared resources, vendors, and expenses that can be enjoyed

between the two as economies of scale.

We grant College Hunks Hauling Junk® and/or College Hunks Moving® franchises to qualified

candidates for the right to develop and operate a Franchise for an area that we mutually agree on, that

provides junk removal and/or moving services, including picking up unwanted items from residential or

commercial clients and taking it to the appropriate landfill or transfer station for appropriate disposal or

recycling, plus other related services (“Franchised Business”). You must sign our Franchise Agreement

(the “Franchise Agreement”) in the form attached as Exhibit “C” to this Disclosure Document. The

Franchise Agreements grants you the right to develop and operate a single Franchised Business at an

approved location.

We also offer a “small market” franchise for Zones that have between 5,000 and 299,999 in

population and a conversion franchise for business operators in a similar business (junk removal and/or

moving services) who wish to convert their businesses to our System.

Market and Competition

You will offer your services to residential and commercial customers. In general, the junk and

moving business is competitive, but quite fragmented. Your competition will come primarily from other

junk removal and/or moving businesses, which may include moving companies. In some markets, these

businesses are locally based and other markets may include regional or national chains as competitors.

Industry Specific Laws

Moving companies and hauling companies are regulated by federal and state law. Most states

have transportation agencies that oversee the state’s laws. State law can vary significantly from one state

to the next. Furthermore, the requirements and timing to acquire state and local licenses and permits vary

considerably. The US Department of Transportation’s Federal Motor Carrier Safety Administration

administers federal laws relating to this industry. There may also be restrictions on licensing related to

your drivers and your trucks, and you may have to obtain special permits related to junk hauling and

dumping.

You must comply with all applicable laws related to junk removal and disposal or providing

moving services. If you provide moving services, you may have to apply for and receive specific

authority to conduct moves across state lines.

There may be other laws and regulations applicable to the operation of the Franchised Business

within a particular state and we urge you to ask about the described laws, regulations and any other laws

or regulations that can impact your operation of a College Hunks Hauling Junk® and/or College Hunks

Moving® Franchised Business within the specific areas licensed to you.

ITEM 2

BUSINESS EXPERIENCE

Founder and CEO: Omar A. Soliman

Mr. Soliman has been our Founder and CEO since inception, and he holds the same positions

with our affiliates. Mr. Soliman pioneered the College Hunks Hauling Junk® concept while an

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undergraduate student and won the Leigh Rothschild Enterprise Competition in 2004. In January 2005,

Mr. Soliman opened the first College Hunks Hauling Junk® outlet.

President: Nick Friedman

Mr. Friedman has been our President since inception, and he holds the same positions with our

affiliates. Mr. Friedman joined Mr. Soliman in January 2005 in opening the first College Hunks Hauling

Junk® outlet.

Director of Franchise Support: Steven Nickels

Mr. Nickels has been our Director of Franchise Support since May 2008. Since August 2011,

Mr. Nickels has also owned and operated a College Hunks Hauling Junk® and College Hunks Moving®

franchise in Long Island, New York. From September 2006 to April 2008, he was Vice President of

Operations for Elite Sports Marketing located in Oldsmar, Florida.

Director of Client Loyalty Center: Tim Heidemann

Mr. Heidemann joined us on January 2013 as Director of Client Loyalty Center. From 2009 to

2013 he was a Director with IVANS Inc. in Tampa, Florida. From 2004 to 2009, he was Executive

Director Call Center Operations with PODS Inc. in Clearwater, Florida.

Marketing Director: Chris Jackson

Mr. Jackson has been our Director of Marketing since January 2011. He has worked at College

Hunks Hauling Junk since Spring 2008 when he started as a wingman on the truck. He grew to a Truck

Captain, Operations Manager, General Manager, Field Operations Coach, and is now the Marketing

Director.

ITEM 3

LITIGATION

No litigation is required to be disclosed in this Item.

ITEM 4

BANKRUPTCY

No bankruptcy information is required to be disclosed in this Item.

ITEM 5

INITIAL FEES

Franchise Agreement

When you sign the Franchise Agreement for either a College Hunks Hauling Junk® franchise or

a College Hunks Moving® franchise, you must pay to us an initial franchise fee of $40,000 for a standard

Zone. A standard Zone includes a range of anywhere from 300,000 to 400,000 in population. The initial

franchise fee is $50,000 if you choose to offer both junk removal services and moving services in a

standard Zone and you purchase both of these businesses at the same time. The initial franchise fee

includes the initial license fee for the proprietary software you must use. The initial franchise fee is not

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imposed uniformly on all franchisees. The initial franchise fee is payable in a lump sum when you sign

the Franchise Agreement and is fully earned and non-refundable. If you are a qualified U.S. veteran, we

will discount the initial franchise fee by $5,000. The qualified U.S. veteran must have at least a 51%

interest in the Franchised Business at all times. As described below and in Item 10, we may offer

financing to qualified franchisees of up to 70% of the initial franchise fees.

If you choose to purchase either a College Hunks Hauling Junk® franchise or a College Hunks

Moving® franchise without purchasing the other one, then there is no restriction on our selling the other

franchise concept within your Designated Territory. If you are in good standing under your Franchise

Agreement, we will notify you of the proposed sale of the other concept and you will have 10 days after

our notice to purchase the other concept. If you do not, then we may sell the concept to the other

franchisee. If you are not in good standing under your Franchise Agreement, you will not be offered the

opportunity to purchase the other concept.

During the term of your Franchise Agreement, and if you have chosen to purchase only one of the

business concepts we offer, you may purchase the other business concept for an additional fee of $20,000.

You must meet our criteria for purchasing the additional concept, including being in good standing under

your Franchise Agreement, you complete the applicable training and you have the financial capability to

purchase or lease the additional truck(s) and equipment required. This additional fee is payable when we

approve you to purchase the additional concept and is not refundable.

If you are financially qualified, you may also purchase additional standard Zones that are

contiguous with your Designated Territory or to another Zone you have purchased. You will be required

to operate at least 1 office per 4 Zones that you own, and you will be required to sign a separate Franchise

Agreement for each office. You will be required to reach a minimum of $20,000 revenue per month per

owned Zone, and you will be expected to have at least $40,000 in available capital or financing before

you will be permitted to purchase an additional Zone. If you purchase one or more additional Zones at

the same time you purchase your franchise, you must pay us $18,000 for each additional Zone you

purchase. If you purchase one or more additional Zones while you are operating the Franchised Business,

you must pay us $22,000 or our then-current additional Zone fee, whichever is higher, for each additional

Zone you purchase. We want our Franchisees to focus on going deeper versus wider and want to

discourage purchasing Zones for the purpose of “land-grabbing.”

You may also choose to purchase a fraction of a Zone, either initially or during the term of your

Franchise Agreement. The cost of a fractional Zone is $10,000 for each additional 100,000 in population.

All Zones you own will be listed on an exhibit to your Franchise Agreement, and this exhibit will

be amended whenever a new Zone is purchased. We do not currently limit the number of Zones you may

purchase, but your total number of Zones will depend on your ability to capitalize your Franchised

Business and your ability to maintain the negotiated truck roll-out schedule (see Item 12). We cannot

guarantee that a Zone you wish to purchase after your Franchised Business begins operations will be

available. We will not reserve a Zone for future purchase. You must meet performance requirements and

office requirements before you will be permitted to purchase an additional Zone.

If you are acquiring an additional Zone (or fraction of a Zone) after your Franchised Business has

started operations, you must meet certain criteria including financial ability, performance standards of

your current Zone(s) and your compliance under the Franchise Agreement.

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“Small Market” Franchise Agreement

We also offer a “small market” franchise for Zones that have between 5,000 and 299,999 in

population. A small market franchisee must offer both junk removal and moving services. If you are

purchasing a small market franchise, the initial franchise fee will be calculated as 10¢ per person in the

Zone you are purchasing. For example, if your small market Zone has a population of 90,000 people, the

initial franchise fee you will pay will be $9,000. The initial franchise fee is fully earned and non-

refundable. The initial franchise fee includes the initial license fee for the proprietary software you must

use. The initial franchise fee is not imposed uniformly on all franchisees. We reserve the right to require

you to purchase additional households for your small market franchise if we determine that the number of

households is not enough to sustain a reasonable volume of business. In addition, you may choose to

purchase additional areas (designated by zip code) if these areas are available. You will pay the same rate

of 10¢ per additional person in the area you purchase.

Conversion Franchise

We also offer a conversion franchise for business operators in a similar business (junk removal

and/or moving services) who wish to convert their businesses to our System. If you are purchasing a

conversion franchise, you will pay us an initial franchise fee that is equal to our then-current initial

franchise fee reduced by an amount equal to 10% of the total sales for the previous year for your existing

business, but in no event will the discount exceed $30,000. For example, if the initial franchise fee is

$45,000 and your moving business generated $200,000 in revenue during the previous year, the initial

franchise fee will be reduced by $20,000, making your initial franchise fee $25,000. The initial franchise

fee is fully earned and non-refundable. The initial franchise fee includes the initial license fee for the

proprietary software you must use. The initial franchise fee is not imposed uniformly on all franchisees.

Affiliate or Company-Owned Zones

Our affiliates may, in their discretion, offer to sell Zones they currently operate to new or

prospective franchisees. If this happens, the purchase price will be the initial franchise fee ($40,000 or

$50,000 for a new franchisee in the System or $22,000 for an existing franchisee who is purchasing an

additional Zone) plus 1 time the annual gross sales of the Zone being purchased over the last 12 months.

For example, if the sales in an affiliate or company-owned Zone is $50,000 for the previous year, then the

franchise fee would be the $50,000 plus $50,000. If less than a 12 month operating history is available,

the gross sales to date will be converted to an annualized amount to determine the purchase price.

There are no other payments to or purchases from us or any affiliate that you must make before

your Franchised Business opens.

We reserve the right, in our discretion, to offer qualified franchisees to finance up to 70% of the

initial franchise fee with us. Additional information about this financing is provided in Item 10.

Performance Refund

If you own at least one full Zone and fail to reach $180,000 in revenues during your first 18

months of operations, and you have followed the systems with no material defaults, you may exit the

business and we will refund 50% of your initial franchise fee for your 1st Zone (i.e. $17,500 if you

purchased moving or junk removal, or $22,500 if you purchased both services). You must submit a

request in writing at 18 months if you wish to exercise this exit/refund option. We will review your

request and notify you within 30 days of your request. If we approve, then you must sign a mutual

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termination and release of us at that time We will refund the 50% of Franchise Fee within 90 days of

acceptance of your request and after we have received the signed mutual termination and release and you

have fulfilled your post-term obligations under the Franchise Agreement. You must be in full compliance

with your franchise agreement, and you must have followed the system entirely in order to qualify for

this refund.

Performance Incentive

If you own at least one full Zone and reach $600,000 in revenues during your first 18 months of

operations, and you have followed the systems with no material defaults, we will pay you a marketing

incentive of $8,000. You must submit a request in writing at 18 months if you wish to exercise this

incentive. We will review your request and notify you within 30 days of your request. If approved, we

will credit your royalty payments by $8,000 within 90 days of acceptance of your request. You must be

in full compliance with your franchise agreement, and you must have followed the system entirely in

order to qualify for this incentive credit.

Deposit Agreement

We reserve the right to require you to pay a deposit to us in an amount that is equal to 30% of

your initial franchise fee. You must also sign our form of Deposit Agreement, which is attached to this

Disclosure Document as Exhibit “I.” The deposit you pay to us under the Deposit Agreement is not

refundable, but will be applied toward the initial fee you must pay to us for the franchise you purchase.

ITEM 6

OTHER FEES

Type of Fee (1) Amount Date Due Remarks

Continuing

Royalty Fee –

Junk Removal

Services

7% of Gross Sales(2)

or minimum

Continuing Royalty

Fee(3), whichever is

higher

Payable on the 3

and 18

days of

each month by

electronic funds

transfer

There will be no minimum

Continuing Royalty Fee for

the first 6 months unless the

franchise results from a

transfer or renewal. See Note

Continuing

Royalty Fee –

Moving Services

7% of Gross Sales(2)

or minimum

Continuing Royalty

Fee(3), whichever is

higher

Payable on the 3

and 18

days of

each month by

electronic funds

transfer

There will be no minimum

Continuing Royalty Fee for

the first 6 months unless the

franchise results from a

transfer or renewal. See Note

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Type of Fee (1) Amount Date Due Remarks

Call Center

Support (the

“CLC”) Fee (the

“CLC Fee”) (3)

$727 per month for

junk-only franchises

which includes

software, service and

support/

$857 per month for

moving only or junk

and moving

franchises which

includes software,

service and support.

Payable at the same

time and in the same

manner as the

Continuing Royalty

Fee

This fee compensates us for

administering the CLC and

software license support and

maintenance genres,

including for our intranet.

We reserve right to adjust

every year to reflect

consumer price index

changes.

There is no CLC Fee for the

first 6 months unless the

franchise results from a

transfer or renewal.

Appointment Fee $17 per scheduled

appointment by the

CLC

Payable at the same

time and in the same

manner as the

Continuing Royalty

You will not be required to

pay this fee for self-generated

sales, self-booked sales,

online bookings or jobs that

cancel prior to the day of the

scheduled appointment. Per

Booking per Appointment is

defined as a booked move,

booked junk removal

estimate, booked in-home

estimate, booked junk

removal consultation.

We reserve right to adjust

every year to reflect

consumer price index

changes.

Brand

Development

Fee(3)

1% of Gross Sales(2) Payable at the same

time and in the same

manner as the

Continuing Royalty

Fee

The Brand Development

Fund is described in Item 11

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Type of Fee (1) Amount Date Due Remarks

Local Advertising $1,000 per brand per

month.

The minimum

required amount you

must spend does not

include marketing

collateral and

supplies

To be spent each

month

Payable to local advertising

suppliers. We may require

our franchisees to form

regional advertising

cooperatives in their local

markets (see footnote 5). We

must approve all local

advertising before its use.

We reserve the right to

require you to pay this money

to us and we will conduct

local advertising on your

behalf

Transfer

(Franchise

Agreement)

$10,000 Upon transfer No fee is imposed for

transfers to an entity formed

by you for the convenience of

ownership. Fees are paid by

either you or the buyer and

will apply to each Franchise

Agreement that is transferred

or assigned to an approved

third party

Renewal $2,500 At time of renewal At time of renewal

Non-Compliance

Fee

Infraction fee

between $100 and

$250 per infraction.

As incurred after 3rd

written warning

with failure to cure

This fee will be charged for

Non-Compliance with the

System Standards as outlined

in the Operations Manual,

including truck maintenance,

appearance and safety, and

failure to comply with call

center requirements

(including time to contact

customers, missed

appointments, etc.). 3 written

warnings will be issued prior

to charging this fee. If there

are 6 or more infractions in

any 12 month period, we may

terminate your Franchise

Agreement.

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Type of Fee (1) Amount Date Due Remarks

Initial Training

and Additional

Personnel

Training

No fee for the first

two people who

attend training,

except for your

travel, meals, lodging

and wages. A per

person fee will be

determined by us for

Additional Personnel

Training and depends

on the instructor’s

fee, travel, lodging,

food and materials

associated with the

training topic

Pre-payment and

pre-registration is

required 15 days

before class for

Additional

Personnel Training

We do not charge any

additional money for the

initial training for your two

people (see Item 11).

Additional training is

provided, if necessary, for

you, your managers or your

employees at a fee per person

Refresher

Training Program/

Continuing

Education

Out of pocket

expenses only, which

will depend on the

location of the

program and the level

of experience of our

representative

As incurred We have the option of

providing this annual

refresher training program,

which can last up to five

days, but can be on-line or in

class, as determined by us.

Enrichment

Training

Will vary under the

circumstances

May include payment

of our per diem fee

for a trainer we send

to your Franchised

Business plus

reimbursement of our

trainer’s expenses.

Current per diem fee

= $200

On demand Enrichment training is

described in Item 11. You

must pay all expenses you

incur related to enrichment

training if we require you to

participate because your

Franchised Business is not

performing satisfactorily

Late Reporting

Fee

$5.00 per hour On demand after 3rd

written warning

with failure to cure

an infraction.

For any reports that are not

provided to us when they are

due

Interest on

Overdue Amounts

20% per annum On demand Any amounts not paid when

due will be a default of your

Franchise Agreement and

will accrue interest. Interest

will accrue from the original

due date until payment is

received in full

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Type of Fee (1) Amount Date Due Remarks

Audit (a) the amount of the

deficiency; (b) if

audit is due to non-

reporting or

understatement, then

you must also pay the

cost of inspection

15 days after billing If an audit reveals

understatement of less than

2%, you pay the deficiency

plus interest. If an audit

reveals understatement of

greater than 2% or if you fail

to furnish information in a

timely fashion, you pay the

deficiency or $500,

whichever is greater, plus the

cost of the audit. If a

deficiency occurs twice in

any 12 month period, we

have the right to terminate the

Franchise Agreement without

opportunity for you to cure

the default.

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 must reimburse us if we

are held liable for claims

arising from your Franchised

Business’ operations

Annual Franchisee

Convention (if

held)

$500 per person,

excluding cost of

transportation and

lodging

As incurred At least one person per

franchise must attend this

Annual Convention, which

will last up to three days

Missed

Convention Fee

$500 On demand If you do not attend the

Annual Convention and your

absence is not excused by us

Liquidated

Damages

Your Average

monthly royalties

during 12 months

prior to termination

times the greater of

(a) 24 or (b) the

number of months

remaining in the term

at the time of

termination.

15 days after

termination

This only applies if we

terminate your franchise for

cause.

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Type of Fee (1) Amount Date Due Remarks

Supplier Testing Our costs to evaluate

the proposed supplier

On demand If you request that we

approve a supplier or product,

you must reimburse us for

our costs in evaluating the

supplier or product.

Service Vehicle

Replacement

As incurred As negotiated We may require you to

replace your service vehicle if

an existing vehicle is no

longer in good condition

(including paint and graphics

and working condition). We

will not make this request

more frequently than every

seven years. Payable to

vehicle suppliers and/or

finance companies

Insurance Reimbursement of

our costs

On demand If you do not obtain the

required insurance, we may

(but are not required to)

obtain insurance on your

behalf

Management Fee $3,000 per month

plus expenses

As incurred If we have to step in and

operate your Franchised

Business for you, in certain

circumstances due to your

failure to operate in

accordance with our

standards, you must pay our

management fee and

reimburse our expenses

Additional

Principal

$250 If incurred If you request that we modify

the Franchise Agreement to

include an additional person

as either a franchisee or a

franchisee’s principal

Uniform or

Appearance

Violation

$250 per person, per

occurrence

On demand after 3rd

written warning

with failure to cure

an infraction.

If any of you or your

employees perform services

for you but do not wear the

required uniform or present a

neat and clean appearance.

Violation of Non-

Competition

Covenant

$10,000 On demand If you violate any of the non-

competition covenants

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Type of Fee (1) Amount Date Due Remarks

Mystery Shopper

Program

$200 per shop As incurred after 3rd

written warning

with failure to cure

an infraction.

Only payable by you if your

Franchised Business has

received a significant amount

of negative feedback. This is

in addition to enrichment

training.

Out of Territory

Fee

Additional 10% of

revenue outside of

Territory

As incurred If you perform services

outside of your Zone after we

inform you to stop.

1. Unless otherwise noted in the chart, all fees are imposed by and payable to us and are non-

refundable.

2. Gross Sales means and includes the actual gross revenues billed to clients of a franchisee in

connection with the services sold and performed for such clients, whether for cash or credit, plus any

other revenues derived from the operation of the Franchised Business by a franchisee, but excluding

federal, state or municipal sales, use, service or excise taxes collected from clients and paid to the

appropriate taxing authorities, and client refunds. Gross Sales does not currently include revenues from

re-sale items, but we reserve the right, in our discretion, to include in the definition of Gross Sales any

revenue a franchisee receives from recycling and scrap, consignments, re-sales of items, etc. If we elect

to include these types of revenue in Gross Sales, we will provide the franchisee with systems and training

regarding the re-sale of such items.

3. (a) Minimum Continuing Royalty Fee

(i) If providing Junk Removal Services Only: There is no minimum Continuing

Royalty Fee for the first 6 months unless this Agreement results from a transfer

or renewal. From months 7-12, the minimum Continuing Royalty Fee each

reporting period is $150. If Franchisee owns more than one Zone, then in

months 13-24, the minimum Continuing Royalty Fee each reporting period

increases to $300. If Franchisee owns more than two Zones, then in months 25-

36 the minimum Continuing Royalty Fee each reporting period increases to

$450. If Franchisee owns more than three Zones, then in months 37-48 the

minimum Continuing Royalty Fee each reporting period increases to $600. If

Franchisee owns more than four Zones, then in months 49-60 the minimum

Continuing Royalty Fee each reporting period increases to $750. This trend

continues each year based on the number of Zones owned by Franchisee.

(ii) If Providing Moving Services: There is no minimum Continuing Royalty Fee

for the first 6 months unless this Agreement results from a transfer or renewal.

From months 1-12, the minimum Continuing Royalty Fee each reporting period

is $700. If Franchisee owns more than one Zone, then in months 13-24, the

minimum Continuing Royalty Fee each reporting period increases to $1,400. If

Franchisee owns more than two Zones, then in months 25-36 the minimum

Continuing Royalty Fee each reporting period increases to $2,100. If Franchisee

owns more than three Zones, then in months 37-48 the minimum Continuing

Royalty Fee each reporting period increases to $2,800. If Franchisee owns more

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than four Zones, then in months 49-60 the minimum Continuing Royalty Fee

each reporting period increases to $3,500. This trend continues each year based

on the number of Zones owned by Franchisee.

(iii) If Providing both Moving Services and Junk Removal Services: Then the

minimum Continuing Royalty Fee is the same as if you are providing moving

services only (if you are providing both services, then the minimum for junk

removal services does not apply),

The Royalty is the brand licensing fee and ongoing professional consulting fee for being part of this

growing national brand. The Brand Development Fee is for brand development and maintenance such as

PR, Website, and marketing staff. The CLC Fee covers technology (Hunkware & Movepoint) client

surveys, software, communication automation, live chat, customer service response and follow up,

helpdesk, management, etc. The Appointment Fee is the sales funnel for your business.

4. If we terminate your Franchise Agreement for cause, you must pay us within 15 days after the

effective date of termination liquidated damages equal to the average monthly Royalty Fees you paid or

owed to us during the 12 months of operation preceding the effective date of termination multiplied by (a)

24 (being the number of months in two full years), or (b) the number of months remaining in the

Agreement had it not been terminated, whichever is higher. Liquidated damages only applies if we

terminate your Franchise Agreement due to your willful non-compliance with the terms of and your

obligations under the Franchise Agreement, your failure to cure a material default within the timeframe

required, and repeated, willful defaults of the Franchise Agreement.

5. There currently are no advertising cooperatives. If an advertising cooperative is formed by us for

your area, or formed by franchisees and approved by us for your area, you must join the cooperative.

Each Franchised Business in the cooperative will have one vote, regardless of the number of Zones

owned by the Franchised Business. Contributions to the cooperative will be determined by majority vote

of the cooperative members. If the members vote to have contributions be a percentage of Gross Sales,

then the percentage to be contributed shall not be greater than one-half of the local advertising

requirement. If the members vote to have contributions on a fixed fee basis, then each member must

contribute the fixed fee for each Zone owned by that member, and the fixed fee cannot exceed one-half of

the local advertising requirement, unless agreed to by unanimous vote of the cooperative members. We

must approve of the contribution methods and amounts after the cooperative members have determined

them.

ITEM 7

ESTIMATED INITIAL INVESTMENT

YOUR ESTIMATED INITIAL INVESTMENT

Type of

Expenditure (3)

Amount

Method of

Payment

When Due

To Whom

Payment Is To

Be Made(1)

Initial Franchise

Fee (Notes 2 and

$40,000 to $50,000 Lump sum When you sign

the Franchise

Agreement

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Type of

Expenditure (3)

Amount

Method of

Payment

When Due

To Whom

Payment Is To

Be Made(1)

Rent – 3 Months

(Note 4)

$300 to $2,250 As arranged As arranged Landlord

Lease, Utility and

Security Deposits

(Note 4)

$100 to $700 As arranged As arranged Landlord,

Utility

Companies

Paint and Signage

(Vehicle) (Note 5)

$3,500 to $5,500 As arranged As incurred Approved

Suppliers

Service Vehicle –

Deposit on Lease

or Finance

(Note 6)

$8,000 to $22,000 As arranged As incurred Approved

Suppliers

Equipment and

Hand Tools

(Note 7)

$2,000 to $6,000 As arranged As arranged Approved

Suppliers

Office Equipment

and Supplies

(Note 8)

$4,000 to $6,000 As arranged As incurred Suppliers

Business Licenses

& Permits

(Note 9)

$500 to $3,000 As arranged As incurred Local and other

state

government

agencies

Professional Fees

(Note 10)

$1,000 to $2,500 As arranged As arranged Various service

providers and

contractors

Insurance Deposit

(Note 11)

$500 to $5,000 As arranged As arranged Insurance

providers

Training Expenses

(Note 12)

$1,500 to $5,000 As arranged Payment terms

arranged with

suppliers and

your employees

Suppliers and

your employees

Grand Opening

Advertising

(Note 13)

$10,000 to $20,000 As arranged As arranged Suppliers

Additional Funds

(6 months)

(Note 14)

$30,000 to $80,000 As arranged As needed Us, suppliers,

employees and

other creditors

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Type of

Expenditure (3)

Amount

Method of

Payment

When Due

To Whom

Payment Is To

Be Made(1)

TOTAL

ESTIMATED

INITIAL

INVESTMENT

$101,400 to $207,950

1. In general, none of the expenses listed in the above chart are refundable, except any security

deposits you must make may be refundable. We may offer to finance up to 70% of your initial

franchise fee, as described in Item 10. Our estimate assumes that you are purchasing one Zone

only. When you open multiple Zones, the initial investment would be higher. The high end of

the estimated initial investment assumes that you are purchasing both the College Hunks Hauling

Junk and College Hunks Moving concepts. The above table also applies to the “small market”

franchise for Zones and a conversion franchise for business operators in a similar business.

2. All fees are payable to us, unless otherwise stated.

3. Franchise Fee

. The Initial Franchise Fee is discussed in detail in Item 5. If you are purchasing a

standard Zone, the Initial Franchise Fee is $40,000 to $50,000. This does not reflect the potential

investment for a small market fee which is less than the standard Zone fee. If you are purchasing

a small market franchise, the initial franchise fee will be calculated as 10¢ per person in the Zone

you are purchasing and the Initial Franchise Fee will range from $500 to $29,999.90. If you are

purchasing a conversion franchise, you will pay us an initial franchise fee that is equal to our

then-current initial franchise fee reduced by an amount equal to 10% of the total sales for the

previous year for your existing business, but in no event will you pay less than $5,000.

4. Rent; Lease, Utility and Security Deposits

. You will need an office space of approximately 200

to 300 square feet for the Franchised Business. The costs for your rental and security deposits

will depend on, among other things, the size of the space you choose to rent and your

creditworthiness. We do not permit that you operate the Franchised Business from your home.

However, you may operate from your home while you are searching for an office but you must be

operating your franchise from an office within 90 days of opening. If you purchase a conversion

franchise and your existing office is from your home, you must operate your franchise from an

office.

5. Signage

. Your truck will need to be painted the color that we specify. You will also need to

letter your vehicles in accordance with local ordinances, our guidelines and the Operations

Manual. Our estimate represents the painting and signage costs for one truck. If you purchase

both concepts, you will need painting and signage for at least two trucks. If you are a conversion

franchisee, you must paint your existing trucks to our specifications.

6. Service Vehicle

. Our estimate represents the down payment on a service vehicle. If you

purchase your truck outright instead of leasing or financing it, you will pay between $45,000 and

$63,000. Our current service vehicle specifications are included in our Operations Manual and

are subject to change. The truck you must use in the College Hunks Hauling Junk concept must

have our custom designed dump bed. Our custom dump body manufacturer and specifications

are separate from the truck manufacturers. The estimated cost of the dump body is approximately

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$15,000 to $18,000 and for the truck is between $30,000 and $45,000. The estimate includes the

cost to lease or finance the truck and have the dump body built and installed, but does not include

any amounts if you have an older truck that needs to be retrofitted to meet the new clean diesel

rules that took effect in 2010. We anticipate that diesel truck prices are expected to increase as a

result of the new diesel standards, and we reserve the right to approve alternative vehicle options

if they meet our performance standards and brand consistency. See Item 12 for requirements for

you to purchase or lease additional trucks for your Franchised Business. The estimated lease

amount for the first 3 months of operation is between $2,400 and $3,000. We reserve the right to

modify the required vehicle and introduce new vehicle specifications and retrofit requirements

such as roll-off containers. If you wish to purchase a used truck for your Franchised Business,

the truck must be approved by us before you may purchase it. If you purchase a conversion

franchise, you may still be required to purchase new vehicles or truck equipment to match our

current specifications.

If you purchase the College Hunks Moving concept, you will need a different style truck. If you

will offer moving services, you will incur an additional $5,000 to $40,000 for a used truck,

depending on the age and condition of the truck, or from $45,000 to $80,000 for a new truck.

Any moving truck you purchase or lease must meet our specifications for appearance. If you

wish to purchase a used moving truck, the truck must be approved by us before you may purchase

it. These estimates are based on the assumption that these vehicles are financed. If you purchase

the vehicles for cash your initial investment costs would be higher.

7. Equipment and Hand Tools

. Our list of required equipment is provided in the Operations

Manual. The required tools include hand tools, global positioning system (GPS) for navigation

purposes, credit card processor, cleaning tools and other materials. The cost of uniforms is also

included in this estimate. If you purchase a conversion franchise, you must purchase our required

uniforms.

If you purchase the College Hunks Moving concept, you must also purchase appliance dollies, 4-

wheel dollies, piano boards, rubber bands, moving pads (72” x 80”), and other miscellaneous

inventory such as marketing inventory, wall map, packing supplies, and boxes. We estimate that

the initial cost of these items will be between $2,000 and $5,000.

8. Office Equipment and Supplies

. The office equipment you must purchase and maintain includes

a computer, printer/fax/copier, initial marketing materials, truck supplies, and miscellaneous

office supplies, and may include office furniture.

9. Business Licenses & Permits

. The costs estimated above includes an estimate for the required

dump permits, in addition to other business licenses and permits you may be required by your

local government to have. If you purchase the College Hunks Moving concept, you will have

separate license and permit requirements. If you purchase a conversion franchise, you will not

incur this additional expense unless you add the College Hunks Moving concept. Moving

licenses requirements vary significantly state by state with some states having very rigourous and

expensive licensing requirement. You are encouraged to investigate your state’s moving license

requirements.

10. Professional Fees

. You will need to have an attorney and an accountant and possibly other

professionals.

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11. Insurance

. The figures in the chart are your monthly premiums. The low end of our estimate

assumes that you are purchasing one concept and your Franchised Business will have one truck;

the high end of our estimate assumes that you are purchasing both concepts and your Franchised

Business will have two trucks and the additional insurance required to provide moving services,

such as cargo insurance and employee dishonesty insurance. In rare cases, you will have to pay

the entire annual premium in a lump sum, or you may pay your premiums quarterly or semi-

annually. You must obtain the amounts and types of coverage which meet our minimum

specifications. See Item 8 for additional information.

12. Training

. The figures in the chart are your expenses during initial training. You will have salary,

travel and lodging expenses. For this training program, we provide instructors and instructional

materials, but you will need to arrange for transportation, lodging and food for yourself and one

other trainee. The cost will depend on the distance you must travel and the type of

accommodations you choose.

13. Grand Opening Advertising

. You must conduct a grand opening advertising campaign to

promote your Franchised Business within the first 60 days, and the advertising you need may

include media buys and promotional items including point-of-sale items and merchandise. The

required amount you must spend includes all Zones you purchase. This grand opening

expenditure is $10,000 per service (i.e. $10,000 for moving and $10,000 for junk removal) and

this will include all Zones you purchase. Your grand opening advertising campaign must meet

have our approval before you use it. We may require you to pay this money to us and we will

spend it on your behalf using the marketing methods that we have identified as being most

effective.

14. Additional Funds

. You will need capital to support ongoing expenses, such as payroll, utilities,

vehicle fuel and maintenance, and local advertising if these costs are not covered by sales revenue

during the start up phase, which we estimate to be 6 months. New businesses often generate a

negative cash flow. We estimate that the amount given will be sufficient to cover ongoing

expenses for the start-up phase of the business, which we estimate to be three months. This is

only an estimate and there is no guarantee that additional working capital will not be necessary

during this start-up phase or after.

The estimates provided above assume that you will have one Service Vehicle and own one Zone.

If you choose to purchase both brands and/or multiple Zones, your initial investment will be

significantly higher. We relied upon our principals’ and affiliates’ experience in providing junk removal

since 2005 and moving services since 2011 when preparing these figures. However, these figures are

merely estimates and there is no assurance that additional working capital will not be necessary during

this initial three month phase at any time after the initial three months. The costs outlined in this Item 7

are not intended to be a forecast of the actual cost to you or to any particular franchisee.

ITEM 8

RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES

Purchases from Us

Currently, you must use the proprietary software we specify for your Franchised Business, which

is hosted by our approved proprietary software provider as specified in our confidential operations

manual. We are the only approved supplier of our proprietary software, but we do not earn a profit by

providing this item to you. The cost of the initial license for the Software is included in the initial

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franchise fee. The ongoing costs for upgrades and operations are included in the Support Fee (see Item

6).

We are also an approved supplier of certain printed advertising materials, internet advertising and

direct mail advertising, and in the future we may be an approved supplier for packing materials such as

boxes and tape. Our affiliates are not suppliers of any products or services provided in operating your

Franchised Business and will not derive revenue from required purchases or leases. We reserve the right

to earn a profit from the sale of certain items to our franchisees.

We are an approved supplier as described above and we are owned by our parent, F&S, as

described in Item 1. There are no other approved suppliers in which any of our officers owns an interest.

Approved Suppliers

In addition to your required purchase or lease of your service vehicle, there may be other required

purchases from designated or approved suppliers. Our specifications for your service vehicle will be

included in our Operations Manual and are subject to change. The service vehicle for providing junk

removal services must be a model year 2003 or later Isuzu NPR HD (or other make and model we

approve) and must be equipped with our custom designed dump bed and a Global Positioning System for

navigational purposes. The service vehicle for providing moving services must be a 24 or 26 foot diesel

moving truck with a hydraulic lift gate and must be equipped with a Global Positioning System for

navigational purposes (you may be permitted to use a smaller enclosed box truck with our prior written

consent). Eventually you must own at least one service vehicle for each Zone you have in your

Designated Territory and for each franchise concept you purchase (see Item 12 for a description of

Zones). You may choose to have more than one service vehicle for each Zone, but each additional

service vehicle must be approved by us and our approval may be subject to a review of the performance

of your Franchised Business’ operations. You must have a web-enabled PDA (with calendar and

scheduling capabilities) for scheduling and communicating while on the road, and you must maintain a

cell phone for your Franchised Business.

The cost of those items that you must purchase from us or our designated suppliers in relation to

the entire initial purchases represents between 25% and 30% of your total purchases in connection with

the establishment of your Franchised Business, and in operating your Franchised Business, between 2%

and 10%.

During 2012, we did not receive any revenue or other benefits from suppliers arising out of

franchisee purchases of goods or services from them. However, we did receive a total of $22,000of

voluntary sponsorship funds utilized to help defray our costs of organizing and producing our annual

franchise reunion.

We require all of your appointments to be scheduled, processed, reviewed and delivered by the

designated Call Center. The Call Center will disperse all jobs to you and our other franchisees. You are

also permitted to take on jobs if you generate leads on your own, but you must report all information to

the Call Center before performing any jobs that you or your employees generate. You must sign a Call

Center Use Agreement, which is an exhibit to the Franchise Agreement.

You must purchase or lease equipment, including products and related supplies, that meet our

minimum standards and specifications or are from suppliers that we approve, and if we develop any

proprietary products or equipment in the future, you must purchase these from us or our designated

supplier. For example, you must operate your Franchised Business using only our proprietary Software.

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Currently, you must purchase a computer that is able to run our Software program, a power bar with surge

protector, combination laser printer/scanner/fax machine, and a digital camera.

We will notify you in our Confidential Operations Manual (the “Operations Manual”) or by

other communications of our standards and specifications and/or names of approved suppliers. There

may be situations where you can obtain items from any supplier who can satisfy our requirements and,

therefore, would be considered an approved supplier. There are currently no purchasing or distribution

cooperatives, but we expect to have them in the future and we expect to be paid fees from these vendors

or approved suppliers. During the last fiscal year ended December 31, 2012, we had total revenue and

fees of $2,324,618, of which $82,000 (or 3.5%) was from franchisees’ required purchases or leases from

us where we acted as a “pass through” to facilitate the franchisees’ purchases.

Standards and Specifications

We have developed standards and specifications for services provided by you. You must operate

your Franchise Business according to these standards. These standards will guide you in the performance

of the College Hunks Hauling Junk® and College Hunks Moving® products and services provided in

operating your Franchised Business. We formulate our specifications and standards according to industry

standards and standard business practices,

If you want to use any product or material that does not comply with the standards of the System

or is to be purchased from a supplier that has not yet been approved, you must first submit a written

request for approval of the proposed supplier and obtain our approval of the supplier before purchasing

any items from this supplier. We will, within a reasonable time (within 30 days), notify you of our

decision. We will periodically establish procedures for submitting requests for approval of items and

suppliers and may impose limits on the number of approved items and suppliers. Approval of a supplier

may be conditioned on requirements relating to product quality, production and delivery capabilities,

ability to meet our supply commitments, financial stability, integrity of standards of service, familiarity

with our System and ability to negotiate favorable terms for our franchisees. We do not generally make

available to you these criteria for supplier approval. You must reimburse us for our reasonable actual

costs in evaluating the potential supplier or product.

We do not provide any material benefit to franchisees for use of approved suppliers. We may

negotiate purchase arrangements with some of our suppliers (including price terms) for the benefit of our

franchisees, but we are under no obligation to do so. The arrangements we negotiate may include that

approved suppliers pay us a sponsorship fee to help pay for the costs of an annual franchisee convention.

We do not currently receive payment, in the form of preferred pricing, from any suppliers due to these

suppliers’ transactions with us or our franchisees.

You may sell junk removal services and moving services that are approved by us and which

strictly conform to our Operations Manual. All products and services approved by us must be offered for

sale on a continuous basis at your Franchised Business at the time and in the manner required by us. No

sale of any product or service except those products or services approved by us may be solicited, accepted

or made at or from your Franchised Business. If requested by us on at least 30 days’ notice as part of a

general program or standardization effort by us, the marketing of a particular product or service must be

discontinued. Then this product or service is no longer an approved product or service.

You must offer a money-back satisfaction guarantee to your customers for the services you

provide. We reserve the right to establish a “mystery shopper” program and if we do, you must

participate in the program. A significant level of negative feedback from your customers or an

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unsatisfactory result of a mystery shop will be a default under your Franchise Agreement and we may

require you to participate in enrichment training, as described in Item 11. We will pay for the costs

related to any mystery shop, except that if we find a significant amount of negative feedback has

occurred, we reserve the right to require you to pay for additional mystery shopping services in addition

to your participation in enrichment training.

We may occasionally conduct market research and testing to determine consumer trends and

salability of new products, materials and services. You must cooperate by participating in our market

research programs, test marketing new products and services and providing timely reports and other

relevant information regarding marketing research. In connection with test marketing, you must purchase

a reasonable quantity of products to be tested and effectively promote and make a reasonable effort to sell

the products, materials and services. We may also require you to sign an agreement with us authorizing

the test marketing.

In addition to the purchases or leases described above, you must obtain and maintain, at your own

expense, the insurance coverages that we periodically require. Our required insurance coverages will be

included in the Confidential Operations Manual and may change during the term of your Franchise

Agreement and based on the franchise concept you purchase. We may regulate the types, amounts, terms

and conditions of insurance coverage required for your Franchised Business and standards for

underwriters of policies providing required insurance coverage; our protection and rights under the

policies as an additional named insured; required or impermissible insurance contract provisions;

assignment of policy rights to us; periodic verification of insurance coverage that must be furnished to us;

our right to obtain insurance coverage at your expense if you fail to obtain required coverage; our right to

defend claims; and similar matters relating to insured and uninsured claims.

You currently must maintain the following minimum insurance coverages: (1) comprehensive

general liability insurance and comprehensive product liability insurance against claims for bodily and

personal injury, death, and property damage caused by or occurring in conjunction with the operation of

your Franchised Business or your conduct of business pursuant to the Franchise Agreement under one or

more policies of insurance containing minimum liability coverage of $1,000,000 per occurrence and

$2,000,000 aggregate. We recommend, but do not require, that your comprehensive general liability

policy include employment practices coverage; (2) Workers’ Compensation or other employer’s liability

insurance as well as any other insurance as may be required by statute or rule in the state(s) in which your

Franchised Business is located or operates; and (3) automobile liability coverage, including coverage of

owned, non-owned and hired vehicles of $1,000,000 per occurrence, and these automobile liability

amounts must be maintained for each service vehicle.

If you will offer moving services, then in addition to the insurance described above you must also

obtain cargo insurance for damage or loss to the cargo while it is being moved, and coverage while items

are being loaded, unloaded or otherwise in your possession. You must have cargo insurance of $50,000

per truck, regardless of the truck’s size or the amount of property being moved. In addition, you must

have employee dishonesty insurance of not less than $10,000 and we recommend that you have a third

party dishonesty bond of not less than $10,000.

In addition to the insurance requirements, we recommend but do not require that you obtain the

following additional insurance: (1) general casualty insurance including fire and extended coverage,

vandalism, theft, burglary and malicious mischief insurance for the replacement value of your Franchised

Business and its contents; and (2) an umbrella policy.

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You must maintain all required policies in force during the entire term of the Franchise

Agreement and any renewal terms. We may periodically increase or decrease the amounts of coverage

required under these insurance policies and require different or additional kinds of insurance at any time,

including excess liability insurance, to reflect inflation, identification of new risks, changes in law or

standards of liability, higher damage awards, or other relevant changes in circumstances. Each insurance

policy must name us (and, if we request, our directors, employees or shareholders) as additional insureds

and must provide us with 30 days’ advance written notice of any material modification, cancellation or

expiration of the policy. We reserve the right to obtain from your insurance carrier(s) periodic reports of

losses (such as monthly, quarterly and/or annually), and you must authorize your insurance carrier(s) to

provide us with these reports.

ITEM 9

FRANCHISEE’S OBLIGATIONS

This table lists your principal obligations under the franchise and other agreements. It will

help you find more detailed information about your obligations in these agreements and in other

items of this Disclosure Document.

Obligation

Article in Franchise

Agreement

Disclosure Document

Item

(a) Site selection and acquisition/lease Article IX Items 7 and 11

(b) Pre-opening purchases/lease Articles V and IX Items 7 and 11

opening requirements

Not Applicable Items 7 and 11

(d) Initial and ongoing training Article V Items 6, 7 and 11

(e) Opening Article IX Item 11

(f) Fees Articles VIII, XI and

XVI

Items 5, 6, 7 and 8

(g) Compliance with standards and

policies/Operations Manual

Articles VI and IX Items 8, 11, 14 and 16

(h) Trademarks and proprietary

information

Articles VII and XIV Items 13 and 14

(i) Restrictions on products/services

offered

Articles III and IX Items 8 and 16

(j) Warranty and customer service

requirements

Article IX Items 8 and 16

(k) Territorial development and sales

quotas

Article III Item 12

(l) On-going product/service purchases Article V Items 6 and 8

(m) Maintenance, appearance and

remodeling requirements

Article IX Not Applicable

(n) Insurance Article X Items 7 and 8

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Obligation

Article in Franchise

Agreement

Disclosure Document

Item

(o) Advertising Article XI Items 6, 7 and 11

(p) Indemnification Article XIII Item 6

(q) Owner’s participation/ management/

staffing

Article IX Items 11 and 15

(r) Records/reports Articles IX and XII Item 6

(s) Inspection/audits Articles IX and XII Item 6

(t) Transfer Article XVI Items 6 and 17

(u) Renewal Article IV Items 6 and 17

(v) Post-termination obligations Article XVIII Item 17

(w) Non-competition covenants Article XV Item 17

(x) Dispute resolution Article XX Items 11 and 17

(y) Liquidated Damages Article XVIII Item 6

ITEM 10

FINANCING

Except as provided below, we do not offer direct or indirect financing. We do not guarantee your

note, lease or any other obligation.

We have been accepted by SBA Franchise Registry. It is our understanding that this acceptance

may expedite the loan process if you wish to obtain outside financing.

The following summarizes the financing terms (see Exhibit “H” to the Franchise Agreement for

Financing Documents):

SUMMARY OF FINANCING OFFERED

Term Document / Section Provision

Item Financed Franchise Agreement, §8.1.7 Up to 70% of the Initial Franchise Fee

Amount

Financed

Franchise Agreement,§8.1.7;

Promissory Note, Exhibit “H” to the

Franchise Agreement (“Note”)

Up to 70% of the Initial Franchise Fee

Term (Months) Note 24 months

APR % Note A fixed rate ranging from 12% to 24%

depending on your creditworthiness

Monthly

Payment

Note Equal monthly payments for the term.

Prepayment Note Note may be prepaid in full or in part at any

time without penalty or premium.

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Term Document / Section Provision

Waiver of

Defenses

Note The Maker waives presentment, demand,

protest, dishonor and all other notices and

demands in connection with the delivery,

acceptance, performance default or

endorsement of the Note.

Liability Upon

Default

Note The Payee may declare the entire unpaid

principal amount of the Note and all interest

accrued and unpaid immediately due and

payable and recapture the Franchise

Agreement and associated territory.

Guarantee Individual Guaranty of Promissory

Note, Exhibit “H” to Franchise

Agreement

The Maker may require your owners to

guarantee its obligations under the Note.

Assignment N/A We do not intend to sell, assign or discount

to a third party all or any part of a financing

arrangement we provide to you.

ITEM 11

FRANCHISOR’S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS AND TRAINING

Except as listed below, we are not required to provide you with any assistance.

Pre-Opening Obligations

Before the opening of a Franchised Business we will provide the following assistance and

services:

1. Provide you with the manufacturer of and specifications for your vehicle, custom dump

body and signage so that you can lease or purchase the accepted vehicle for your Franchised Business

(Franchise Agreement – Section 9.5).

2. Lend you one copy of the Operations Manual (Franchise Agreement – Section 5.1).

3. Provide an initial training program at our offices, the cost of which is included in your

initial franchise fee, excluding transportation, lodging, meals and salary (Franchise Agreement – Section

5.3). This training is described in detail later in this Item.

4. Provide, in addition to or in conjunction with the initial training program, additional

assistance as we deem necessary or advisable (Franchise Agreement – Section 5.4).

5. Provide you with access to our directory of franchisees either in print or via intranet

(Franchise Agreement – Section 5.16).

6. Identify your Designated Territory (Franchise Agreement – Section 2.1).

7. Provide electronic artwork and templates for various documents and for advertising

purposes (Franchise Agreement – Section 5.19).

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Post-Opening Obligations

During the operation of a Franchised Business we will provide the following assistance and

services:

1. Provide guidance and assistance in the operation of your Franchised Business. This

guidance may be provided in the form of intranet or e-mail communications and periodic telephone

communications, and the Call Center system is to be used for the benefit of each of our franchisees. The

Call Center is a centralized operations center located at our headquarters. The Call Center will receive

leads which it will distribute to you and all of our other franchisees, regardless of where they are located.

(Franchise Agreement – Section 5.14)

2. Issue, modify and supplement standards for the System that may regulate any one or

more of the following regarding your Franchised Business: (a) hours of operation, (b) marketing and sale

of services, (c) maintenance of your vehicle, (d) checklists, (e) general rules and regulations for

employees, and all other matters that in our sole judgment require standardization and uniformity in all

Franchised Businesses. (Franchise Agreement – Section 6.1)

3. Provide you with the suggested pricing structure for your jobs and provide you with the

maximum prices that you may charge for a job (Franchise Agreement – Section 5.10).

4. Assist you in resolving disputes between you and third parties relating to your Franchised

Business (Franchise Agreement – Section 5.21).

Advertising

Brand Development Fund

We maintain a brand development fund (the “Fund”). The Fund will deduct a biweekly, non-

refundable Brand Development Fee which will be 1% of your Gross Sales. The Fund will be used for

national, regional and/or local advertising, publicity and promotion relating to our business. We will

determine, in our fully unrestricted discretion, the manner in which the Fund will be spent. Some portion

of the Fund may be used for creative concept production, marketing surveys, test marketing and related

purposes. We have the right to direct all advertising activities of the Fund with sole discretion over

creative concepts, materials and media used, as well as their placement and allocation and we will employ

agencies, including advertising and public relations agencies, as we determine will best achieve the goals

of the Fund and these agencies will be paid from the Fund. We also have the right to determine, in our

sole discretion, the composition of all geographic and market areas for the implementation of these

advertising and promotional activities.

The Fund is intended to maximize general public recognition in all media of the Proprietary Mark

and patronage of College Hunks Hauling Junk® and College Hunks Moving® Franchised Businesses,

and we have no obligation to ensure that expenditures of the Fund in or affecting any geographic area are

proportionate or equivalent to payments of the Brand Development Fee by franchisees operating in that

geographic area, or that any Franchised Business will benefit directly or in proportion to the Brand

Development Fees paid for the development of advertising and marketing materials or the placement of

advertising. No amount of the Fund will be spent for advertising that is principally a solicitation for the

sale of franchises. We have the right to reimburse ourselves out of the Fund for the total costs (including

indirect costs) of developing, producing and distributing any advertising materials and collecting the

Brand Development Fee (including attorneys’, auditors’ and accountants’ fees and other expenses

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incurred in connection with collecting any Brand Development Fee) and in addition, for the services

provided, we will receive out of the Fund an administrative fee equal to 10% of the amounts actually

expended to cover our services, salaries, supplies and overhead expenses.

The Fund is not our asset, and it is not a trust. We do not owe you any fiduciary obligations

because we maintain the Fund. We may spend in any calendar year an amount greater or less than the

aggregate contributions made by all Franchised Businesses contributing to the Fund in that year. We may

make loans to the Fund (and the Fund may borrow from us or other lenders) bearing reasonable interest to

cover any deficits of the Fund or cause the Fund to invest surplus for future use. Any money remaining

in the Fund at the end of any year will carry forward to be used in the next year.

Any Franchised Businesses owned by us or by our affiliates will contribute to the Fund on the

same basis as you. Funds from the Brand Development Fees paid will be kept separate and distinct and

will be accounted for separately from our other funds. These funds will not be used to defray any of our

general operating expenses, except as described in the paragraph above, and will not be used principally

to solicit new franchisees. We will prepare, and furnish to you upon written request, an unaudited annual

statement of funds collected and costs incurred.

We may incorporate the Fund or operate it through a separate entity whenever we want to. The

Fund is intended to maximize general public recognition and patronage of all College Hunks Hauling

Junk® and College Hunks Moving® businesses and the Proprietary Marks for the benefit of all College

Hunks Hauling Junk® and College Hunks Moving® businesses. We have no obligation to ensure that

expenditures by the Fund are proportionate or equivalent to contributions by College Hunks Hauling

Junk® or College Hunks Moving® businesses or that any College Hunks Hauling Junk® or College

Hunks Moving® business will benefit directly or in proportion to its contribution to the Fund from the

conduct of marketing programs or the placement or advertising.

We have the right, but no obligation, to use collection agents and institute legal proceedings to

collect Fund contributions at the Fund’s expense. We also may forgive, waive, settle and compromise all

claims by or against the Fund.

We may at any time defer or reduce the Brand Development Fee of a business and, upon 30 days’

prior written notice to you, reduce or suspend the Brand Development Fee and Fund operations for one or

more periods of any length and terminate (and, if terminated, reinstate) the Fund. If we terminate the

Fund, we will distribute all unspent monies to all businesses in the System (whether franchised or

operated by us or our affiliates) in proportion to their respective Brand Development Fees paid during the

preceding 12 month period. If we reinstate the Fund, it will be maintained as described above.

During 2012, the Fund expended monies for advertising as follows:

Production 50%

Media Placement 20%

Administration 30%

100%

Local Advertising

You must place your initial listing in the White Pages of your local telephone directories. This

listing will list the Call Center’s client service number. A Yellow Pages advertisement is not required,

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but if you choose to place an advertisement in your Yellow Pages, it must first be approved by us and you

must pay all costs related to the advertisement.

You must spend no less than 1,000 per service (moving and junk hauling), each month for each

brand you own on local advertising and marketing. This amount does not include the cost of any

marketing collateral or supplies. At our discretion, we may request, and you must provide, reports and

receipts evidencing the placement of advertising.

Your advertising promotion and marketing must be completely clear, factual and not misleading

and conform to the highest standards of ethical advertising and marketing and the advertising and

marketing policies that we periodically prescribe. Before you use them, you must send us for approval

samples of all advertising, promotional and marketing materials which we have not prepared or

previously approved. If you do not receive written or verbal approval within 20 days after we receive the

materials, they are deemed to be disapproved. You may not use any advertising, promotional or

marketing materials that we have disapproved. Advertising promotional or marketing materials which we

must approve include any information on a web home page or otherwise on the Internet. You may not

operate any web site involving, referring to or in any way related to a competitive business. As described

in Item 13, you may not use the Marks as part of any domain name, electronic address or search engine

and cannot maintain your own website under any circumstances.

Any and all advertising we approve for your use in your local market will become our property

upon our approval and we may use this advertising for our own purposes. You must advertise your

Franchised Business using the telephone number and website address we specify.

At our request, you must give your local advertising money to us and we will conduct your local

advertising for you using the marketing methods that we have identified as being the most effective.

Advertising Cooperatives

We will have the right, as we see fit, to establish a Cooperative Fund for an area where there are

two or more Franchised Businesses in operation, or we may approve a Cooperative Fund formed by

franchisees within an area. The purpose of a Cooperative Fund is to conduct advertising campaigns for

the Franchised Businesses located in that area. Contributions to a Cooperative Fund will be determined

by majority vote of the members of the cooperative. Any amounts paid to a Cooperative Fund will count

as part of your local advertising requirement, but if the amount you contribute to a Cooperative Fund is

less than the amount you must spend on local advertising, you must still spend the difference locally. As

of the date of this Disclosure Document, there are no Cooperative Funds in existence.

If a Cooperative Fund for your area was established before you began to operate your Franchised

Business, then when you open your Franchised Business, you must immediately join that Cooperative

Fund. If a Cooperative Fund for your area is established after you begin to operate your Franchised

Business, then you will have 30 days to join the new Cooperative Fund. An individual Franchised

Business will not need to be a member of more than one Cooperative Fund. If we (or an affiliate)

contribute to a Cooperative Fund, we will have the same voting rights for our Franchised Businesses as

do our franchisees with respect to their Franchised Businesses. Each Franchised Business in the

Cooperative Fund, regardless of the number of Zones owned by the Franchised Business, will have one

vote on Cooperative Fund matters.

The Cooperative Fund will determine who will administer the Cooperative Fund. The written

governing documents will be available for review by you. Cooperative Funds do not need to prepare

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annual or periodic financial statements, but if they are prepared, they may be reviewed by you. We will

have the power to require cooperatives to be formed, changed, dissolved or merged, and we will have

final approval on the contribution methods (percentage of Gross Sales versus flat fee) and contribution

amounts. See Item 6 for further information on contributions to the Cooperative Fund.

Grand Opening Advertising

You must submit a written plan for a grand opening advertising campaign. This grand opening

advertising is to be conducted by you in connection with the grand opening of your Franchised Business,

and must be conducted during the first 60 days of operations. At our request, you must give us the

money for your grand opening advertising campaign and we will conduct the campaign on your behalf in

your local market using the marketing methods that we have identified as being most effective.

Advisory Councils

We reserve the right to develop one or more advisory councils for the System. If we develop a

franchisee advisory council program, you must actively participate in all council activities, follow the

guidelines as stated in any council by-laws drafted by us, and pay all reasonable dues and assessments

levied by the council program, which shall count toward your Local Advertising requirement described

above. The purpose of the council program shall include exchanging ideas between franchisees,

exchanging ideas between franchisees and us, and providing suggestions for improving the overall quality

of the System. Franchisee representatives are nominated for the council and voted on the council by other

franchisees in the System. Any council formed will not have decision making authority, but is a means of

providing insight, recommendations and communication between us and franchisees. We will have the

right to form, change, merge or dissolve any council at any time.

We currently have one advisory council which includes 8 franchisee representatives and one

franchisor representative.

If we make a decision that will affect the entire system, we may give each Franchisee a vote on

the matter. Number of votes will be based on revenue production volume of each Franchiee. Franchisees

will be given 1 vote per $100,000 revenue that they produced in the previous calendar year. If a

Franchisee has been open less than 12 months, their revenue will be annualized based on their prior

monthly averages to come up with their number of votes. A majority will be considered at 75% of the

votes present and voting.

Internet Websites

You must strictly comply with our social media policies relating to internet websites, including

your participation in social or networking websites (such as Facebook, Youtube, Yelp, LinkedIn and

Twitter), the promotion of your Franchised Business on the internet, and the use of the Proprietary Marks

on the internet. Our policies will be included in our Operations Manual and may be periodically updated.

Site Selection and Opening

We estimate that between 30 and 60 days will elapse from the date you sign the Franchise

Agreement to the opening of your Franchised Business for business. We will establish your Designated

Territory and each additional Zone you may purchase based on population, as determined by the most

recently published data from the U.S. Census Bureau (or any other source we decide to use). See Item 12.

Your Franchised Business must be opened for business not later than 30 days after we approve the

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Designated Territory for your Franchised Business or 90 days after you sign the Franchise Agreement,

whichever occurs first. You will need to lease approximately 200 to 300 square feet of office space for

your Franchised Business. We do not evaluate or approve your office location; as a result, no site

selection assistance is provided nor is any criteria issued, as you are free to locate your franchise from any

office location. You may not open your Franchised Business for business until: (1) we determine that

your Franchised Business has been equipped and stocked with materials and supplies in accordance with

plans and specifications we have approved; (2) the initial training program we provided has been

completed to our satisfaction by the initial trainees; (3) the initial franchise fee and all other amounts due

to us have been paid; (4) you have furnished us with all certificates of insurance required by the Franchise

Agreement; (5) you have obtained all required governmental permits, licenses and authorizations

necessary for the operation of your Franchised Business; (6) you are in full compliance with all the terms

of the Franchise Agreement; and (7) all items in our opening checklist have been complied with to our

satisfaction.

Training Programs (HUNK UNIVERSITY)

Before the Franchised Business’s opening and within 30 days of signing the Franchise

Agreement, we will provide a mandatory training program in the operation of your Franchised Business

to you and one additional person (for a maximum of two people) at our Hunk University. Approximately

5 to 15 days of training will be conducted at our headquarters in Tampa, Florida. The cost of the training

program is included in your initial franchise fee and will be provided to you and one additional person.

All attendees must complete the training program to our satisfaction. However, you must pay for all costs

of travel, food, lodging, wages and other incidental expenses incurred by you and your employee in

attending the training program. (Franchise Agreement – Section 5.3.) In addition, we may elect to

provide up to three days of additional on-site training during the first three months of operations of your

Franchised Business, and periodically as we deem necessary. If you fail to complete the training program

to our satisfaction, we may elect to terminate the Franchise Agreement and keep the entire initial

franchise fee.

We will also provide additional training programs, refresher courses or “on-the-job” training at a

mutually convenient time. You must pay us our then-current per diem fee for each of our representatives

conducting this training for each day the training continues. The per person cost of the class or training

will be determined by us based on the cost of the instructor’s fee, travel, lodging, food and materials

associated with the training topic. You must also pay all expenses of travel, lodging, meals, meeting

rooms and materials incurred by our representatives. (Franchise Agreement – Section 5.3.)

When we decide to hold it, you or your representative must attend our annual convention and pay

an attendance fee, currently estimated to be $300 per person, plus travel and lodging.

The materials we use in conducting our training program includes our Operations Manual,

Software Manual, and any other materials that we believe will be beneficial in the training process. There

currently are no fixed (i.e., monthly or bi-monthly) training schedules, but we anticipate providing

training four times a year. We project the following training schedule:

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TRAINING PROGRAM

Subject

Hours of

Classroom

Training

Hours of

On-the-Job

Training

Location

Introduction to College Hunks

Hauling Junk and College

Hunks Moving & Competitive

Advantages

2 0 Online Training Module

Daily Operations 1 0 Online Training Module

Safety & Accident Prevention 1 0 Online Training Module

Client Estimating, Sales &

Negotiation

2.5 0 Online Training Module

History, Philosophy and

Vision of College Hunks

Hauling Junk

1 0 Tampa, Florida

Use of the Manual 0.5 0 Tampa, Florida

Services provided to College

Hunks Hauling Junk

Franchisees

0.5 0 Tampa, Florida

Pre-Opening Procedures 5 0 Tampa, Florida

Goal Setting 1 1 Tampa, Florida

CHHJ Proprietary Software

Training

2 3 Tampa, Florida

Human Resources 2 1 Tampa, Florida

Advertising/Marketing 4 1 Tampa, Florida

Budgeting 2 0 Tampa, Florida

Accounting Systems 1 1 Tampa, Florida

Sales Procedures 3 4 Tampa, Florida

Pricing 1 0 Tampa, Florida

Management Procedures 2 2 Tampa, Florida

Client Service Procedures 3 2 Tampa, Florida

Call Center Orientation 1 1.5 Tampa, Florida

Scheduling Jobs 1 0.5 Tampa, Florida

Franchise Reporting

Requirements

0.5 0 Tampa, Florida

Junk Hauling and Safety

Procedures – Truck Ops,

Driver and Manager Training

1 6 Tampa, Florida

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Subject

Hours of

Classroom

Training

Hours of

On-the-Job

Training

Location

Moving Technical Training –

Truck Ops, Driver and

Manager Training

8 6 Online Modules and

Tampa Florida

TOTAL 46 29

Notes

1 It is the nature of the business that all aspects of the training are integrated so there are no

definitive starting and stopping times. We reserve the right to modify the training program at any

time to accommodate the individual needs and/or experience of a particular trainee.

2 All of our instructors are part of our management team. Their bios are listed in Item 2. Steven

Nickels has primary responsibility for providing the initial training program. The minimum

experience of the instructors in the field that is relevant to the subject taught and our operations is

from 2 to 5 years.

3 If you are an existing franchisee and you wish to offer moving services, you must receive our

moving training. We will not charge you a separate fee for this training, but you must pay for all

expenses you and your other trainees incur while attending this additional training.

Enrichment Training

We may require you to participate in a form of enrichment training if your Franchised Business is

not performing satisfactorily. Your participation in enrichment training would be at your expense.

Enrichment training may include that you must attend additional training at our headquarters, we may

send one of our trainers to your Franchised Business to provide additional training, we may require you to

visit another Franchised Business for additional training, and/or we may require you to participate in

periodic conference calls. Your Franchised Business will be deemed to not be performing satisfactorily if

you are not meeting the required minimum performance standards (as described in Item 12), your

Franchised Business has suffered negative growth for six or more consecutive months, you have reporting

problems (including failure to comply with our reporting procedures and/or late reporting for two or more

consecutive periods), you have a high level of damages or customer complaints, or you are not

responding to calls according to our requirements (including calls from us, the Call Center and

customers). Unsatisfactory performance is a default under your Franchise Agreement.

We will provide you with notice that your Franchised Business is not performing satisfactorily,

the nature of the default and the actions you must take to cure the default. You will have three months to

complete the actions we designate and bring your Franchised Business up to our performance

requirements. If you are unable to do so within this three month period, we will have the right to

terminate your Franchise Agreement.

Computer Systems and Software

Currently, you must purchase a computer whose configuration should be at least as follows: 2.0

GHz Pentium 4 processor, 2 GB RAM, 200 GB hard drive, Recordable CD drive, 10/100 Ethernet NIC,

DSL or cable modem, power bar with surge protector, combination laser printer/scanner/fax machine, and

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a 2 Megapixel digital camera. Minimum software requirements include: Windows 7; antivirus software;

Office 2007 Pro, the latest version of Internet Explorer, Adobe Acrobat Reader, QuickBooks (on-line

account) and our proprietary software. In addition, you must have a software or hardware firewall for

your computer system, as well as a maintenance contract for your computer. You must provide us with

your user ID and password for your QuickBooks account.

You must have a dedicated business e-mail account which must be a gmail address that we create

on your behalf and have access to. You will also have a business email account that will belinked with

your gmail. There are no specific contractual obligations limiting the frequency or cost of your obligation

to acquire upgrades and updates or to replace obsolete or worn out hardware or equipment. The

frequency could be annually or bi-annually; they would be at your cost. We estimate that the initial cost

of your computer system will be between $500 and $1,000.

The proprietary software, which will be used by our franchisees and which you must use in the

operation of your Franchised Business, is hosted by our approved software developer as specified in our

confidential operations manual. The proprietary software performs some functions for operating your

business. The software is primarily used for booking jobs, client management, fee reporting, and other

resources for your Franchised Business. We will, periodically, provide maintenance and upgrades for the

proprietary software, and the costs for these are included in the Call Center Fee, but neither we nor our

affiliates will provide you with any other updates, upgrades or maintenance for your computer system.

You must have a high speed internet service provider approved by us with internet access and e-

mail. We will use these methods to communicate with our franchisees. You must periodically access our

Intranet for updates, information and communications.

The data concerning jobs performed by us, our affiliates and our franchisees will primarily be

maintained on the central computer used by the Call Center; however, we reserve the right to request

additional data and records from you. All data collected will become our property, and we reserve the

right to share reports and performance information of any franchisee with other franchisees in the System

for comparison and development. We do not have direct access to the data on your computer. Any

personal information inadvertently obtained from you or your computer system will not be provided to

any other franchisee or any third party.

Confidential Operations Manual

Attached to this Disclosure Document as Exhibit “G” is the Table of Contents of the Confidential

Operations Manual, which includes multiple volumes. The Confidential Operations Manual (all volumes)

includes approximately 300 pages.

Dispute Resolution

If we become aware of a dispute between you and one or more third parties relating to your

Franchised Business, we may take one or more of the following actions.

1. We may take no action other than to instruct you to resolve the dispute in a manner that

will not cause injury to the College Hunks Hauling Junk and/or College Hunks Moving brand or System.

2. We may assist you and the third parties to resolve the dispute if we believe our assistance

will constructively resolve it.

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3. If we believe that the dispute cannot or will not be resolved and that the dispute will or

may damage the Proprietary Marks, the System and/or the goodwill associated with them, we may, with

advance written notice to you, resolve the dispute directly with the third party by paying any damages

alleged and supported by documentary evidence by the third party, including attorneys’ fees, and you

must indemnify us for any payments we make. You must reimburse all costs we incur related to this

settlement. We may, but are not required to, consult with a designated franchisee group to provide an

opinion regarding resolution of the dispute, but we are not required to comply with any opinion provided.

In providing the advisory group with facts related to the dispute, we will use our best efforts to keep

information relating to the identities of the disputants confidential.

ITEM 12

TERRITORY

Franchise Agreement

We will grant you a Designated Territory within which to operate your Franchised Business,

which will be the first (or only) Zone you purchase. We will establish your Designated Territory and

each additional Zone you may purchase based on population, as determined by the most recently

published data from the U.S. Census Bureau (or any other source we decide to use). We anticipate that

each Zone will have a population of between 300,000 to 400,000 people. During the term of your

Franchised Business, when we refer to your “Designated Territory,” it will include all contiguous Zones

you purchase. Your Designated Territory, including each Zone, will be listed on Exhibit “A” to your

Franchise Agreement. This exhibit will be updated to reflect any additional Zone you purchase as well as

your truck rollout schedule (see below). We (and any affiliates that we periodically might have) will not

establish, nor allow another franchise owner to establish, another Franchised Business located within your

Designated Territory, except that if you only purchase one of the concepts being offered in this

Disclosure Document and not both, we have the right to sell the other concept to a franchisee who will

operate it within your Designated Territory. If you are in good standing under your Franchise Agreement,

we will notify you of the proposed sale of the other concept and you will have 10 days after our notice to

purchase the other concept. If you do not, then we may sell the concept to the other franchisee. If you are

not in good standing under your Franchise Agreement, you will not be offered the opportunity to

purchase the other concept.

You must meet performance requirements and office requirements before you will be permitted to

purchase an additional Zone. You will be required to operate at least one office per 4 Zones that you

own, and you will be required to sign a separate Franchise Agreement for each office. You must reach a

minimum of $20,000 revenue per month per Zone, and you must have at least $40,000 in working capital

or financing before you will be permitted to purchase an additional Zone.

Before we will grant you the right to purchase additional Zones, you must meet certain

qualifications, including: you must demonstrate the financial ability to operate multiple Zones; you must

demonstrate that you have a minimum of six months of operating capital for your entire Designated

Territory (including the Zone you wish to purchase); and you must be in full compliance with your

Franchise Agreement and all other agreements relating to the Franchised Business (such as a vehicle

lease). If we grant your request to purchase an additional Zone, we reserve the right to terminate your

current Franchise Agreement and have you sign our then-current form of Franchise Agreement, which

may be modified so that the Franchise Agreement will expire when your original agreement would have

expired.

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We reserve the right to grant or refuse to grant Zones, in our sole discretion, and we will not

reserve a Zone for future purchase. We do not guarantee that any Zone will be successful.

If a prospective franchisee wishes to purchase a Zone that is contiguous to any Zone in your

Designated Territory, we will first give you the opportunity to purchase the Zone, You must notify us

within five days of our offer if you wish to purchase the additional Zone, and you must be able to

complete the purchase within 15 days. We reserve the right to either not offer you the option to purchase

the additional Zone or to deny you the opportunity to purchase the additional Zone if you do not meet our

criteria for purchasing an additional Zone, as described above.

You must use your best efforts to promote and increase the sales and services of the Franchised

Business to effect the widest and best possible distribution and sale of products and services and to solicit

potential clients and accounts for junk removal and/or moving services in conjunction with us.

Continuation of your territorial exclusivity does depend on your achieving a certain sales volume, market

penetration, or other contingency. You must generate a minimum amount of Gross Sales to meet our

minimum royalty payment requirements, which are explained in Item 6.

If you fail to achieve the level of Gross Sales to generate the minimum royalty payment, we may

either take back a Zone (if you have purchased multiple Zones), reduce your territory size or terminate

your Franchise Agreement. These minimums shall not be deemed to be a projection or estimation of how

much money or revenues that you might be able to generate from your Designated Territory. These

minimums have been established to permit you to maximize the revenues to be generated from your

Designated Territory and to provide as much market penetration as possible so as to build brand-equity

within the Designated Territory. Since a Franchised Business may be considered seasonal in some areas

of the country, you should consider that your Franchised Business may earn less revenue during certain

times of the year.

During the term of the Franchise Agreement, we (and any affiliates that we periodically might

have) have the right:

(1) to establish and operate, and grant rights to other franchise owners to establish and

operate, Franchised Businesses or similar businesses at any locations outside of the Designated Territory

and on any terms and conditions we deem appropriate;

(2) to sell any junk removal, moving and related services identical or similar to, or dissimilar

from, those your Franchised Business sells, whether identified by the Proprietary Marks or other

trademarks or service marks through any distribution channels we think best (including the Internet),

located or operating outside of the Designated Territory;

(3) to sell any junk removal, moving and related services through any distribution channels

we think best (including the Internet), located or operating outside of the Designated Territory;

(4) to purchase or otherwise acquire the assets or controlling ownership of one or more

businesses identical or similar to your Franchised Business (and/or franchise, license, and/or similar

agreements for these businesses), some or all of which might be located within the Designated Territory;

(5) to be acquired (regardless of the form of transaction) by a business identical or similar to

Franchised Businesses, except that if we are acquired by a competing business that has one or more

outlets located within your Designated Territory, you will have the option (to be exercised within 30 days

after our notice to you regarding the acquisition) to request that we buy back your Franchised Business

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according to the buy back provisions described below and in Article XXI of the Franchise Agreement;

and

(6) to engage in any other business activities not expressly prohibited by the Franchise

Agreement, anywhere.

You will not receive an exclusive territory. You may face competition from other franchisees,

from outlets that we own, or from other channels of distribution or competitive brands that we control.

You may relocate your Franchised Business only with our prior written approval. Our approval

will be based upon many factors, including the viability of the then-current location and demographics

(including population, size of the space and rental costs relating to the proposed location). You may not

relocate your Franchised Business without our prior approval. Our approval will not be unreasonably

withheld. This approval should not be construed as an assurance or guaranty that the new site will be

successful. Our approval is based on certain limited set of factors, such as the number of residential

homes, traffic patterns, size of the premises, lease terms, competition, and similar factors. If we approve

the relocation of your Franchised Business, the new location must be within your Designated Territory.

You may provide services to clients and prospective clients within your Designated Territory

only. You may not engage in any promotional activities or sell any junk removal or related services,

whether directly or indirectly, through or on the Internet, the World Wide Web, or any other similar

proprietary or common carrier electronic delivery system or any interactive electronic document

contained in a central computer linked to communications software service providers (collectively, the

“Electronic Media”) or any other devices sent or directed to clients or prospective clients; or by telecopy

or other telephonic or electronic communications, including toll-free numbers, directed to or received

from clients or prospective clients. While you may place advertisements in printed media and on

television and radio that are targeted to clients and prospective clients located near your Franchised

Business, as determined and approved by us, and will not be deemed to be in violation of the Franchise

Agreement if those advertisements, because of the natural circulation of the printed media or reach of

television and radio, are viewed by prospective clients located outside your Designated Territory, you

may not make any sales or perform services to clients unless the Call Center directs those leads to you

because the Call Center will determine which franchisee will perform these services.

We and our affiliates may sell products under the Proprietary Marks within and outside your

Designated Territory through any method of distribution other than a dedicated Franchised Business,

including sales through channels of distribution such as the Internet, catalog sales, telemarketing or other

direct marketing sales (together, “alternative distribution channels”). You may not use alternative

distribution channels to make sales outside or inside your Designated Territory except as described in the

following paragraph and you will not receive any compensation for our sales through alternative

distribution channels except as described in the following paragraph.

You may not directly solicit or service clients located outside of your Designated Territory. In

limited circumstances, we may approve your providing services to clients in an unassigned Zone. If your

Gross Sales from providing services to clients outside of your Designated Territory is at least 30% of your

total Gross Sales, we reserve the right to require you to purchase that Zone if you wish to continue

providing services in it. In this event, you must still meet our qualifications to purchase an additional

Zone. If you choose to not purchase the additional Zone, then you must immediately stop providing

services in that area or we may begin charging an out-of-territory lease fee which will be an additional

10% of revenue outside of the territory. The amount you pay for this lease fee will be non-refundable but

can be applied to the purchase of additional Zones, but does not guarantee the purchase of additional

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Zones. We reserve the right to require you to service clients who are outside of your Designated Territory

but within a 15-mile radius of the Designated Territory. If the job is at a location greater than the 15-mile

radius, you have the choice whether you wish to provide the services.

We have not established other franchises or company-owned outlets or another distribution

channel selling or leasing similar products or services under a different trademark.

Except for any other franchise program that we may develop in the future, neither we nor any

parent or affiliate has established, or presently intends to establish, other franchised or company-owned

facility which provide similar products or services under a different trade name or trademark, but we

reserve the right to do so in the future, without first obtaining your consent. In addition, our parent

reserves the right to use the 1-800-Junk-USA toll-free number, website and proprietary mark for

businesses that offer similar services anywhere, including within your Designated Territory.

Service Vehicle Roll-out Schedule

We anticipate that each franchisee will add Service Vehicles to better service the Franchised

Business and its clients. We believe that the following will be a typical Service Vehicle Roll-Out

schedule:

1. If you purchase the College Hunks Hauling Junk brand only, then you must start

operating with one junk truck. When you have achieved Gross Sales of $15,000, then you must add a

second junk truck. If you own more than one Zone, you will be required to have at least 1 truck per Zone

by the 3rd year, or you may forfeit the additional Zone(s).

2. If you purchase the College Hunks Moving brand only, then you must start operating

with one moving truck. When you have achieved Gross Sales of $15,000, then you must add a second

moving truck. If you own more than 1 Zone, you will be required to have at least 1 truck per Zone by the

3rd year or you may forfeit the additional Zones(s).

3. If you purchase the both College Hunks Hauling Junk and College Hunks Moving

brands, then you must start operating with one junk truck and one moving truck. When you have

achieved Gross Sales of $15,000 in either junk removal or moving services, then you must add a second

truck, depending on which type of service earned the $15,000 in Gross Sales.

If you own more than 1 Zone, you will be required to have at least 1 truck per Zone by the 3rd

year, or you may forfeit the additional Zone(s). You must add 1 truck per Zone owned each year; i.e. if

you own 2 Zones, you will add a second truck by year 2. If you own 3 Zones, you will add a 3rd truck in

year 3. If you have more than 3 Zones, you must have 1 truck per Zone by the end of the 3rd year or you

may forfeit the additional Zones.

Generally speaking, you should initially have one truck for each brand you purchase and each

Zone you purchase. So, if you purchase two Zones of the College Hunks Hauling Junk brand, you should

start with one junk truck. If you purchase two Zones of the College Hunks Hauling Junk and College

Hunks Moving brands, you should start with one junk truck and one moving truck. We anticipate that

you will add trucks at the rate of at least one truck per brand each year. If you purchase two Zones of the

College Hunks Hauling Junk and College Hunks Moving brands, then each year you would add one junk

truck and one moving truck.

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We reserve the right to alter these basic requirements for particular franchisees based on their

particular circumstances. Once the Service Vehicle Roll-Out schedule is determined for your Franchised,

Business, failure to meet these roll-out requirements indicate lack of capitalization and performance

potential and will be subject to default. New roll-out requirements will be set when you renew your

Franchise Agreement. Similarly, new roll-out requirements will be set when adding a Zone(s) mid-term.

You must sign a separate franchise agreement for each office and physical location and you must

have at least one office per 4 Zones; i.e. if you purchase 5 Zones, you must have 2 office and 2 franchise

agreements. You must demonstrate a business plan and financial viability to be above to operation more

than 1 Zone.

National and Regional Accounts

We may develop a National or Regional Accounts program for the benefit of all Franchised

Businesses. A "National or Regional Account" means any client that has employees or offices in two (2)

or more locations and in more than one (1) Zone, or which qualifies for corporate pricing for commercial

services. The locations of some of the National or Regional Accounts may be in your Zone and they may

have locations in other Zones. Under the National or Regional Accounts program we may solicit

customers located in your Zone, whether or not you currently provide services to them, in order to

develop them as National or Regional Account. You must use your best efforts to perform services to

National or Regional Accounts located in your Zone on the terms and conditions specified in the program

for those National or Regional Accounts. These terms may vary from National or Regional Account to

National or Regional Account depending on the situations and circumstances.

At your option, you may decide not to perform services for any one or more of the National or

Regional Accounts operating in your Zone. Some National or Regional Accounts, for whatever reason,

may decide that they do not want to do business with you. If that happens, we will cooperate with you to

the fullest extent we deem practicable to resolve the National or Regional Account's concerns. However,

if after we exercise what we believe to be reasonable efforts to rectify the problem, the National or

Regional Account continues to refuse to do business with you, then we, or any other franchisee

designated by us may provide services for that National or Regional Account in your Zone. We, or any

franchisee designated us, may perform services for any National or Regional Account located in your

Zone for whom you have declined to provide services. Neither we, nor any of our franchisees, will be

liable or obligated to pay you any compensation for doing so and neither we, nor any of our franchisees,

will be considered in breach of any provision of this agreement or any other agreement between the

parties. You must release us and such other franchisees from any liability or obligation to you for

providing services to such National or Regional Accounts. We will indemnify, defend and hold you

harmless from and against any claims brought by a National or Regional Account arising out of its

performance of services in your Zone.

For purposes of coordinating efforts and results of National or Regional Accounts, you must

timely provide us with copies of all reports, forms and notices relating to performing services for National

or Regional Accounts that we may specify from time to time. You must also coordinate with us any

solicitations you conduct that may have potential for development as National or Regional Accounts. A

National or Regional Account may require you to conform to certain billing terms, practices and formats.

Various National or Regional Accounts may require billing and collection procedures that differ from

those specified in your franchise agreement. You must comply with any of the billing and collection

procedures specified in our various National or Regional Accounts. We may require that all contracts,

invoices, and billings for products and services be submitted to the National or Regional Account or any

other centralized billing service which we or the applicable National or Regional Account designate. If

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you receive any payments from any National or Regional Account which requires centralized billing, you

must immediately remit such payments directly to the centralized billing service. National or Regional

Account or third party designated by us, without any deduction and endorse any checks payable to the

entity which we designate. When centralized billing is required by a National or Regional Account, we

will retain the continuing royalty payment and any other fees due us and remit the remaining balance to

you on a semi-monthly basis. Although we will utilize commercially reasonable efforts to collect

amounts due from customers, you are responsible to assist in the collection efforts. We do not warrant or

guarantee collection of amounts due.

If you participate in the National or Regional Accounts Program, you must not charge greater fees

for services and products which we specify as the maximum for such National or Regional Account. If

the National or Regional Account contracts directly with us, then you will serve as subcontractor.

Due to the need to ensure adherence to the System Standards in performing services for National

or Regional Accounts, you are eligible for assignment of National or Regional Accounts unless you are in

compliance with your franchise agreement.

Buy Back Option

We have the right, at any time after the 60

month of your operation of the Franchised Business,

to buy back your Franchised Business (all Zones) for a purchase price that is 5 times normalized EBITDA

(earnings before income, taxes, depreciation and amortization). The buy back option is exercisable in our

discretion if you are in good standing under your Franchise Agreement. The buy back provision does not

apply if your Franchise Agreement is terminated or if we choose to not renew your Franchise Agreement

because you were not in compliance at the time of renewal.

ITEM 13

TRADEMARKS

We grant to you the right to use certain trademarks, service marks and other commercial symbols

in connection with the operation of your franchise. The principal trademarks we use are: “College Hunks

Hauling Junk®,” “College Hunks Moving®,” “The Junk Hunk®” (our company mascot), “Let

Tomorrow’s Leaders Haul Your Junk Today!®,” “Have a Junk-Free Day!®,” and “Junk Free is the Way

to Be!®.” The Proprietary Marks are owned by our parent and are licensed to us by virtue of a perpetual

license agreement that was entered into in 2006. This non-cancellable license agreement contains no

limitations on our use of the Proprietary Marks. Our parent reserves the right to use the 1-800-Junk-USA

toll free number, website and proprietary mark in businesses that operate anywhere, including within your

Designated Territory

Trademark Registration

The status of the registration of the Proprietary Marks with the United States Patent and Trademark Office

(“USPTO”) are as follows:

Mark

Registration

Date

Registration

Number

College Hunks Hauling Junk 12/5/2006 3,179,220 Principal

College Hunks Hauling Junk and design 2/20/2007 3,210,015 Principal

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Mark

Registration

Date

Registration

Number

The Junk Hunk (service mark) 2/12/08 3,382,970 Principal

The Junk Hunk (trademark) 9/9/2008 3,497,491 Principal

Let Tomorrow’s Leaders Haul Your Junk Today! 2/5/08 3,376,760 Principal

Have a Junk-Free Day! 2/5/08 3,376,761 Principal

Junk Free is the Way to Be! 2/5/08 3,376,759 Principal

College Hunks Moving 7/12/2011 3,993,081 Principal

Hunk Squad 9/25/12 4,214,580 Principal

1-800-Junk-USA 11/29/11 4,063,075 Principal

1-800-Junk-USA 1/22/2008 3,374,582 Supplemental

Our parent intends to file all affidavits and to renew its registrations for the Marks when they

become due.

There are no currently effective determinations of the USPTO, the Trademark Trial and Appeal

Board, the trademark administrator of this state or any court, nor is there any pending interference,

opposition, or cancellation proceeding, nor any pending material litigation involving the Proprietary

Marks which may be relevant to their use in this state or in any other state.

There are no agreements currently in effect which limit our right to use or to license others to use

the Proprietary Marks, except for the trademark license agreement with our parent as described above.

You must promptly notify us of any suspected unauthorized use of the Proprietary Marks, any

challenge to the validity of the Proprietary Marks, or any challenge to our ownership of, our right to use

and to license others to use, or your right to use, the Proprietary Marks. We have the sole right to direct

and control any administrative proceeding or litigation involving the Proprietary Marks, including any

settlement. We have the right, but not the obligation, to take action against uses by others that may

constitute infringement of the Proprietary Marks. We may defend you against any third party claim, suit

or demand arising out of your use of the Proprietary Marks. If we, in our sole discretion, determine that

you have used the Proprietary Marks in accordance with your Agreement, the cost of the defense,

including the cost of any judgment or settlement, will be borne by us. If we determine that you have not

used the Proprietary Marks in accordance with your Agreement, the cost of the defense, including the cost

of any judgment or settlement, will be yours. In the event of any litigation relating to your use of the

Proprietary Marks, you must sign any and all documents and do any acts as may, in our opinion, be

necessary to carry out the defense or prosecution, including becoming a nominal party to any legal action.

Except if this litigation is the result of your use of the Proprietary Marks in a manner inconsistent with the

terms of your Agreement, we will reimburse you for your out-of-pocket costs in doing these acts.

There are no infringing uses actually known to us that could materially affect your use of the

Proprietary Marks in this state or elsewhere.

You must conspicuously post a sign and include on all written materials, including

advertisements, stationery, business cards, etc. and on your vehicles the following: “Independently

owned and operated.”

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We reserve the right to modify the Proprietary Marks or substitute different proprietary marks for

use in identifying the System and the businesses operating under it, at our sole discretion. If we designate

any modified or substituted proprietary mark, you must implement the modified or substituted proprietary

mark at your own expense.

ITEM 14

PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION

Patents and Copyrights

There are no patents that are material to the franchise. You do not receive the right to use an item

covered by a copyright, but you can use the proprietary and confidential information that is in our

Operations Manual. The Operations Manual is described in Item 11 and below. Although we have not

filed an application for a copyright registration for the Operations Manual, we claim a copyright and the

information in it is proprietary and confidential. You must also promptly tell us when you learn about

unauthorized use of this proprietary and confidential information. We are not obligated to take any

action, but will respond to this information as we think appropriate.

Confidential Operations Manual

You must operate your Franchised Business according to the strict standards, methods, policies

and procedures specified in the Operations Manual. One copy of the Operations Manual is loaned to you

by us for the term of the Franchise Agreement after you complete our initial training program to our

satisfaction. We may make the Operations Manual available electronically.

You must treat the Operations Manual, any other of our manuals which are used in the operation

of your Franchised Business, and the information in them as confidential, and must use all reasonable

efforts to maintain this information as secret and confidential. You must not copy, duplicate, record, or

otherwise reproduce these materials, in whole or in part, or otherwise give them to any unauthorized

person. The Operations Manual will remain our sole property and must be kept in a secure place at the

Franchised Business.

We may revise the contents of the Operations Manual, and you must comply with each new or

changed standard. You must make sure that the Operations Manual is kept current at all times. In the

event of any dispute as to the contents of the Operations Manual, the terms of the master copy maintained

by us at our corporate office will be controlling.

Confidential Information

You must not, during the term of the Franchise Agreement or after the term of the Franchise

Agreement, communicate, divulge or use for the benefit of any other person, partnership, association, or

corporation any confidential information, knowledge or know-how concerning the methods of operation

of the Franchised Business which may be communicated to you or which you may learn because of your

operation under the terms of the Franchise Agreement. Confidential information includes: (a) price lists

and marketing plans and strategies; (b) proprietary computer software functions, capabilities, code,

manuals, fixes, work arounds, revision plans, etc, and any proprietary equipment or products that we may

develop.; (c) client lists, client identities, client contacts and client preferences (including identities and

plans for approaching potential clients); and (d) leasing plans, rates and information. You may divulge

this confidential information only to those of your employees who have access to and who operate your

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Franchised Business. Any and all information, knowledge, know-how, techniques and other data which

we designate as confidential will be deemed confidential for purposes of the Franchise Agreement.

At our request, you must have your manager and any personnel having access to any of our

confidential information sign agreements that say that they will maintain the confidentiality of

information they receive in connection with their employment by you at your Franchised Business. The

agreements must be in a form satisfactory to us, including specific identification of us as a third party

beneficiary of the covenants with the independent right to enforce them and that they prohibit any direct

or indirect ownership in a competing business.

ITEM 15

OBLIGATION TO PARTICIPATE IN THE

ACTUAL OPERATION OF THE FRANCHISE BUSINESS

During the term of the Franchise Agreement, and at our discretion, you must attend and complete

our initial training program and you (or, if you are a corporation, limited liability company or partnership,

a principal or general partner of the corporation, limited liability company or partnership owning at least a

75% interest) must devote your full time and best efforts (not less than 30 hours per week) to the direct

management and operation of the Franchised Business. The Franchised Business must have constant

supervision by you or by a designated and approved manager who has satisfactorily completed our

training program. If you will be an absentee owner or if you will not be able to commit at least 30 hours

each week to the Franchised Business, you may have a manager operate your Franchised Business if we

consent to it.

You must also maintain a competent, conscientious, trained staff, including a fully trained

manager (which should be you). If you are an individual, we recommend that you be the fully trained

manager described above. We impose no limitations as to who you may hire as the manager, except that

you must comply with all applicable laws and that you must not harm the goodwill associated with the

System and the Proprietary Marks (this requirement may affect who you hire as your manager).

We have the right to approve the manager after training. The manager may not need to have an

equity interest in your business. The manager must attend and complete our training program, as

described in Item 11. The manager and other key employees may also have to sign an agreement not to

compete with businesses under the System while employed by you and for two years after their

employment ends, an employee handbook prepared by you and which meets all of your local, state and

federal requirements and an agreement not to reveal confidential information obtained while employed by

you. See Item 17 for a description of these obligations.

ITEM 16

RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL

You must use the Franchised Business solely for the operation of the Franchised Business. You

must keep your Franchised Business open and in normal operation for the minimum hours and days as we

specify. You must not use or permit the use of the Franchised Business for any other purpose or activity

at any time without first obtaining our written consent. You must operate the Franchised Business in

strict conformity with the methods, standards and specifications we may require in the Operations Manual

or in writing. You must not change the standards, specifications and procedures without our prior written

consent.

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You must perform those jobs given to you by the Call Center; you must offer only products and

services specified by us; you may not change our standards and specifications without our prior written

consent; and you must stop selling and offering for sale any services which we may, in our discretion,

disapprove in writing at any time. We have the right to change the types of authorized services and there

are no limits on our right to make changes. If we introduce a new product or service for the System and if

you fail to incorporate the new product or service into your Franchised Business, we may sell these

products and services in your Designated Territory and you will not earn a portion of these sales, or we

may terminate your Franchise Agreement. If you receive a request for services that is not generated

through the Call Center, you may not perform the requested services until you provide all applicable

information to the Call Center.

In addition, you must only use the proprietary software, the supplies and suppliers that we have

approved for use at your Franchised Business.

The System may periodically be supplemented, improved or modified by us. You must comply

with all of our reasonable requirements concerning modifications to the System, including offering and

selling new or different products or services as specified by us.

You are restricted by the Franchise Agreement, the Operations Manual and any other practice or

custom with respect to the goods or services which you may offer, which must be approved by us. You

are not restricted as to the clients whom you may solicit or service, subject to the provisions of Item 12.

You may not sell any competing goods or services, and you may not offer conflicting services,

such as free pick-ups.

We anticipate expanding the products and services to be offered by Franchised Businesses over a

period of years, which may include any product or service associated with the preparation of a

commercial or residential move and the transportation of tangible items to one or multiple locations, or

waste management services.

ITEM 17

RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION

THE FRANCHISE RELATIONSHIP

This table lists certain important provisions of the franchise and related agreements. You

should read these provisions in the agreements attached to this Disclosure Document.

Provision

Article in Franchise

or Other Agreement

Summary

a. Length of the franchise term Section 4.1 Five years

b. Renewal or extension of the

term

Section 4.2 Additional renewal terms of 5 years

each, subject to performance of

contractual requirements

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Provision

Article in Franchise

or Other Agreement

Summary

c. Requirements for franchisee

to renew or extend

Section 4.3 Provide not less than 180 days but

no more than 240 days notice,

compliance and not in default with

Franchise Agreement and any other

agreements with us, our affiliates,

subsidiaries or designees, satisfy

current System standards and

training requirements, satisfy all of

our requests for disclosure of or

access to information, on monetary

obligations satisfied to us, our

affiliates, subsidiaries and designees

on a timely and responsible manner,

sign release, and pay renewal fee.

You may be asked to sign a

franchise agreement with materially

different terms and conditions than

your original franchise agreement,

but the fees on renewal will not be

greater than the fees that we then

impose on similarly situated

renewing franchisees. We have the

right to modify your territorial

boundaries on renewal if you failed

to generate the minimum Continuing

Royalty Fee on 3 or more occasions

during the final 12 months of the

term of the franchise agreement.

d. Termination by franchisee Not Applicable You may seek to terminate your

Franchise Agreement on any ground

permitted by law

e. Termination by franchisor

without cause

Not Applicable If you choose not to renew

f. Termination by franchisor

with cause

Article XVII Breach of Franchise Agreement and

other grounds, including refusal of

buy-out; see Article XVII for details

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Provision

Article in Franchise

or Other Agreement

Summary

g. “Cause” defined - curable

defaults

Sections 5.6, 9.13, and

17.3

Breach of Franchise Agreement or

operating manuals, failure to pay

monies when due us, failure to

obtain required written approvals or

consents, misuse of Proprietary

Marks, know how, copyrights or

software, impairment of our

goodwill, competitive activities,

violation of or failure to comply with

an state or federal law or ordinance,

refusal of acceptance of our buy-out

of your business, unauthorized

transfer, failure to timely commence

operations of your business, failure

to perform services for clients, sale

of an unapproved service,

unsatisfactory performance,

unexcused absence from franchisee

convention;

h. “Cause” defined - non-

curable defaults

Section 17.2 Abandonment, conviction of a

felony or other criminal offense,

material misrepresentation, any

action that reflects materially and

unfavorably on the reputation of the

Franchised Business, us or the

System, filing for bankruptcy or

assignment for the benefit of

creditors; receivership; insolvency;

foreclosure; if your business is

dissolved; repeated defaults; failure

to satisfactorily complete training,

monetary defaults.

i. Franchisee’s obligations on

termination/non-renewal

Article XVIII Obligations include discontinue

using confidential information and

materials, return Operations Manual,

payment of amounts due

j. Assignment of contract by

franchisor

Section 16.1 No restriction on right to transfer

k. “Transfer” by franchisee -

defined

Section 16.2 Transfer encompasses any actual or

purported assignment, sale, transfer

or other arrangement having the

purpose or effect of shifting

ownership or control interests in the

Franchised Business.

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Provision

Article in Franchise

or Other Agreement

Summary

l. Franchisor approval of

transfer by franchisee

Section 16.2 We have the right to approve

transfers in writing

m. Conditions for franchisor

approval of transfer

Section 16.2.1 Includes payment of money owed,

non-default, sign release, transferee

qualifies including satisfactorily

completing training, transferee signs

new agreement and payment of the

transfer fee

n. Franchisor’s right of first

refusal to acquire

franchisee’s business

Article 16.4 We can match any offer

o. Franchisor’s option to

purchase franchisee’s

business

Section 18.8 Articles

XXI

Upon expiration or termination, we

can buy your Franchised Business.

We can also purchase your

Franchised Business at any time

after your 60

month of operation of

the Franchised Business

p. Death or disability of

franchisee

Section 16.2.2 Franchise must be assigned to

approved buyer within 90 days

q. Non-competition covenants

during the term of the

franchise

Section 15.1 Includes prohibition on owning or

operating business which sells

similar services

r. Non-competition covenants

after the franchise is

terminated or expires

Section 15.2 Includes prohibition on owning or

operating business which sells

similar services for two years and

located within 50 miles of any unit

in the System. Not applicable to a

conversion franchise

s. Modification of the

agreement

Section 20.12 Must be in writing by both parties

t. Integration/merger clause Section 20.14 Only the terms of the Franchise

Agreement are binding (subject to

federal law). Any representations or

promises outside of the Disclosure

Document and Franchise Agreement

may not be enforceable. Provided,

however, nothing in the Franchise

Agreement or any related agreement

is intended to disclaim any

representations we make in this

Disclosure Document.

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Provision

Article in Franchise

or Other Agreement

Summary

u. Dispute resolution by

arbitration or mediation

Section 20.6 Except for certain claims, all

disputes must be mediated and

arbitrated within 20 miles of our

headquarters.

v. Choice of forum Section 20.8 Florida, subject to state law

w. Choice of law Section 20.7 Florida, subject to state law

ITEM 18

PUBLIC FIGURES

We do not use any public figure to promote our franchise.

ITEM 19

FINANCIAL PERFORMANCE REPRESENTATIONS

The FTC’s Franchise Rule permits a franchisor to provide information about the actual or

potential financial performance of its franchised and/or franchisor-owned outlets, if there is a reasonable

basis for the information, and if the information is included in the Disclosure Document. Financial

performance information that differs from that included in Item 19 may be given only if: (1) a franchisor

provides the actual records of an existing outlet you are considering buying; or (2) a franchisor

supplements the information provided in this Item 19, for example, by providing information about

possible performance at a particular location or under particular circumstances.

Except as provided below, we do not make any representations about a franchisee’s future

financial performance or the past financial performance of company-owned or franchised outlets. We

also do not authorize our employees or representatives to make any such representations either orally or

in writing. If you are purchasing an existing outlet, however, we may provide you with the actual records

of that outlet. If you receive any other financial performance information or projections of your future

income, you should report it to the franchisor’s management by contacting Nicholas Friedman at 1513

East 9

Avenue, Tampa, Florida 33605 and (800) 586-5872, the Federal Trade Commission, and the

appropriate state regulatory agencies.

Affiliate Results

We do not furnish or authorize our salespersons to furnish any oral or written information

concerning the actual or potential sales, costs, income or profits of a College Hunks Hauling Junk

Business or College Hunks Moving Business, except as stated below. Actual results vary from Business

to Business and we cannot estimate the results of any particular franchisee.

The following represents the actual sales achieved by the College Hunks Moving and Hauling

Business in Rockville, Maryland which has been in operation since 2005, and the College Hunks Moving

and Hauling Business in Tampa, Florida which has been in operation since 2008 and in which our

affiliate has a majority ownership interest. Both of these Businesses are operated by our affiliates. We

are not representing that you can expect to achieve these sales in your first year of operation, or at any

time during the term of your Franchise Agreement. Your revenues may vary significantly depending on a

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number of factors, including the location of your Franchised Business and how you operate your

business.

The following table presents the gross sales and primary variable costs that our affiliate realized

in operating College Hunks Hauling Junk and College Hunks Moving Businesses in Rockville, Maryland

and Tampa, Florida. Our affiliate operates substantially the same type of business that you will operate,

but it does not operate a franchised unit. These operations are both “absentee owner” businesses,

meaning that they both have full-time general managers operating the businesses.

2012

Category

Rockville, Maryland Tampa, Florida

Amount % of Revenue Amount % of Revenue

Total Revenue $1,801,553 $699,113

Average Revenue Per

Job

$545.26 $579.35

Expenses

Disposal Costs $99,628 5% 19,224 3%

Truck Labor $605,111 34% $261,808 37%

Truck Fuel $73,959 4% $32,069 5%

Truck Maintenance $35,846 2% $18,545 3%

Credit Card Fees $18,039 1% $11,385 2%

Royalty Fees $126,109 $48,938

Call Center Fee $108,093.18 $41,946.78

Brand Development

Fees

$18,015 $6,991

Total Expenses/ Cost

of Services

$1,084,800 $440,907

Total Gross Profit

$716,753* 40%* $258,208* 37%*

*No franchisees achieved better results than our Rockville location and 4% or 1 of our franchisees

achieved better results than our Tampa location.

2011

Category

Rockville, Maryland Tampa, Florida

Amount % of Revenue Amount % of Revenue

Total Revenue $1,657,029.94 $693,966.88

Average Revenue Per

Job

$377.35 $406.54

Expenses

Disposal Costs $105,678.54 6% $16,102.51 2%

Truck Labor $448,031.86 27% $208,566.12 30%

Truck Fuel $75,878.48 5% $33,705.60 5%

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2011

Category

Rockville, Maryland Tampa, Florida

Amount % of Revenue Amount % of Revenue

Truck Maintenance $49,710.90 3% $20,388.96 3%

Credit Card Fees $27,928.26 1.69% $10,487.67 1.51%

Royalty Fees $115,992.10 $48,577.68

Call Center Fee $99,421.80 $41.638.01

Brand Development

Fees

$16,570.30 $6,939.67

Total Expenses/ Cost

of Services

$939,212.24 $386,406.22

Total Gross Profit

$717,817.70 43% $307,560.66 44%

Average Results – All Units and High and Low Results – Franchisees

The following tables reports the averages, high and low figures reported by franchisees in response to a

survey we conducted

All Franchises 2012

Category

System-wide Reported

Average

Franchisee Reported

High

Franchisee Reported

Low

Total Revenue $370,630* $1,200,000 $99,035

Average Job Size $428 $729 $211

Expenses (as a % of Revenue)

Disposal Costs 5% 9% 1%

Truck Labor 26% 40% 13%

Truck Fuel 6% 9% 4%

Truck Maintenance 2.4% 5.28% 0.25%

Credit Card Fees 1.21% 2.63% 0.26%

Royalty Fee 7% 7% 7%

Customer Loyalty

Center Fee

6% 6% 6%

Brand Development Fee 1% 1% 1%

Total Cost of Services

$210,502** 693,924 51,881

Total Gross Profit

$160,068*** $506,076 $47,154

Gross Profit (% of

Revenue)

46% or 58%**** 58% 33%

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*of the 26 locations, 7 or 27% achieved better results

**of the 26 locations, 14 or 78% achieved better results

***of the 26 locations, 5 or 28% achieved better results

****of the 26 locations reports, 15 or 58% achieved better results

All Franchises 2011

Category

System-wide Reported

Average

Franchisee Reported

High

Franchisee Reported

Low

Total Revenue $310,211.86* $829,332.11 $103,190.07

Average Job Size $327.04 $496.61 $227.89

Expenses (as a % of Revenue)

Disposal Costs 4% 11% 2%

Truck Labor 27% 42% 17%

Truck Fuel 5% 12% 5%

Truck Maintenance Not reported Not reported Not reported

Credit Card Fees Not reported Not reported Not reported

Royalty Fee 7% 7% 7%

Customer Loyalty

Center Fee

6% 6% 6%

Brand Development Fee 1% 1% 1%

Total Cost of Services

$153,241.92** $386,406.22 $44,448.33

Total Gross Profit

$156,969.94*** $472,719.34 $44,852.78

Gross Profit (% of

Revenue)

51% or 50%**** 66% 38%

*of the 20 locations, 3 or 15% achieved better results

**of the 20 locations, 14 or 70% achieved better results

***of the 20 locations, 5 or 25% achieved better results

****of the 20 locations, 10 or 50% achieved better results.

The System-wide Reported Average column includes 20 locations in 2011 and 26 locations in

2012 that responded to a survey and that were in operation for all of 2011 and 2012, respectively. This

includes the two locations owned by our affiliate and 18 franchisees in 2011 and 24 franchisees in 2012.

JUNK REMOVAL ONLY FRANCHISEES IN 2012

Category

System-wide Reported

Average

Franchisee Reported

High

Franchisee Reported

Low

Total Revenue $179,251* $357,389 $99,035

Average Job Size $378 $547 $211

Expenses (as a % of Revenue)

Disposal Costs 7% 9% 4%

Truck Labor 21% 38% 13%

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JUNK REMOVAL ONLY FRANCHISEES IN 2012

Category

System-wide Reported

Average

Franchisee Reported

High

Franchisee Reported

Low

Truck Fuel 6% 9% 4%

Truck Maintenance 2% 5% 1%

Credit Card Fees 1.21% 2% 0.21%

Royalty Fee 7% 7% 7%

Customer Loyalty

Center Fee

6% 6% 6%

Brand Development Fee 1% 1% 1%

Total Cost of Services

$93,513** $184,520 51,881

Total Gross Profit

$85,737*** $182,739 $47,154

Gross Profit (% of

Revenue)

48% or 71%**** 58% 33%

*of the 14 locations, 6 or 43% achieved better results

**of the 14 locations, 10 or 71% achieved better results

***of the 14 locations, 5 or 28% achieved better results

****of the 14 locations reported, 10 or 71% achieved better results.

The System-wide Reported Average column includes 14 locations in 2012 that offered only junk

removal services that responded to a survey and that were in operation for all of 2012. This does not

include the two locations owned by our affiliate.

FRANCHISEES OFFERING BOTH SERVICES IN 2012

Category

System-wide Reported

Average

Franchisee Reported

High

Franchisee Reported

Low

Total Revenue $593,926* $1,200,000 $170,000

Average Job Size $487 $729 $313

Expenses (as a % of Revenue)

Disposal Costs 4% 6% 1%

Truck Labor 31% 40% 23%

Truck Fuel 6% 9% 4%

Truck Maintenance 2% 5% 0.25%

Credit Card Fees 1.21% 2.63% 0.32%

Royalty Fee 7% 7% 7%

Customer Loyalty

Center Fee

6% 6% 6%

Brand Development Fee 1% 1% 1%

Total Cost of Services

$347,140** 693,924 84,700

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FRANCHISEES OFFERING BOTH SERVICES IN 2012

Category

System-wide Reported

Average

Franchisee Reported

High

Franchisee Reported

Low

Total Gross Profit

$246,787*** $506,076 $85,300

Gross Profit (% of

Revenue)

42% or 42%**** 51% 36%

*of the 12 locations, 5 or 42% achieved better results

**of the 12 locations, 9 or 75% achieved better results

***of the 12 locations, 5 or 42% achieved better results

****of the 12 locations reported, 5 or 42% achieved better results.

The System-wide Reported Average column includes 12 locations in 2012 that offered both junk

removal services and moving services that responded to a survey and that were in operation for all of

2012. The 12 franchises responding represent 35% (12/34) of all franchisees that were open and in

operation for all of 2012. This does not include the two locations owned by our affiliate nor 10

franchisees that just opened for business in 2012.

For the franchisee high and low results, the same franchise is not necessarily represented for each

line item, meaning that all of the high end results may not be from the same franchise, and all of the low

end results may not be from the same franchise.

No other outlets in the System have earned as much as the Rockville, Maryland location. Your

individual results may differ. There is no assurance that you’ll earn as much.

The figures used in this statement are total revenue and direct costs. The expenses reflected in the

charts above do not include fixed costs, such as supplies, marketing, office staff or managers, professional

fees, office expenses, rent, insurance, discretionary expenses or owner compensation. These types of

expenses vary greatly by location. Net income will vary from Business to Business depending upon these

expenses and other costs relating to the operation of the Business. Expenses will also vary greatly

depending on whether you offer moving services, hauling services, or both; and profitability of the

franchise may vary depending on which services(s) you are offering.

We offered substantially the same services to the Business described in this Statement. This

Business offered substantially the same products and services to the public as you will.

The Businesses report gross receipts information to us based upon a uniform reporting system.

We strongly urge you to consult with your financial advisor or personal accountant concerning

the financial analysis that you should make in determining whether or not to purchase a College Hunks

Hauling Junk and/or College Hunks Moving franchise.

Written substantiation of the data used in preparing these sales figures will be made available to

you upon reasonable request. The information presented above has not been audited.

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ITEM 20

OUTLETS AND FRANCHISEE INFORMATION

Table No. 1

Systemwide Outlet Summary

For Years Ending December 31, 2010, 2011 and 2012

Outlet Type Year

Outlets at the

Start of the Year

Outlets at the End of

the Year

Net Change

Franchised

2010 21 28 +7

2011 28 35 +7

2012 35 40 +5

Company-

Owned*

2010 3 3 0

2011 3 2 -1

2012 2 2 0

Total Outlets

2010 24 31 +7

2011 31 37 +6

2012 37 42 +5

* The Company-Owned Outlets in the chart above include Outlets that are owned and operated by our

affiliates.

Table No. 2

Transfers of Outlets from Franchisees to New Owners (other than the Franchisor)

For Years Ending December 31, 2010, 2011 and 2012

State Year Number of Transfers

Arizona 2010 1

2011 0

2012 1

Arkansas 2010 0

2011 0

2012 0

California 2010 0

2011 0

2012 0

Colorado 2010 0

2011 0

2012 0

Florida 2010 0

2011 0

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State Year Number of Transfers

2012 1

Georgia 2010 0

2011 0

2012 0

Illinois 2010 0

2011 0

2012 0

Indiana 2010 0

2011 0

2012 0

Kentucky 2010 0

2011 0

2012 0

Maryland 2010 0

2011 0

2012 0

Massachusetts 2010 0

2011 0

2012 0

Michigan 2010 0

2011 0

2012 0

Missouri 2010 0

2011 0

2012 0

New Jersey 2010 0

2011 0

2012 0

New York 2010 0

2011 0

2012 0

North Carolina 2010 0

2011 0

2012 0

Ohio 2010 0

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State Year Number of Transfers

2011 0

2012 0

Pennsylvania 2010 0

2011 0

2012 0

Tennessee 2010 0

2011 0

2012 1

Texas 2010 0

2011 0

2012 0

Virginia 2010 0

2011 0

2012 0

Total

2010 1

2011 0

2012 3

Table No. 3

Status of Franchised Outlets

For Years Ending December 31, 2010, 2011 and 2012

State Year

Outlets

at Start

of Year

Outlets

Opened

Termina-

tions

Non-

Renewals

Reacquired

Franchisor

Ceased

Operations

– Other

Reasons

Outlets

at End

of the

Year

Arizona

2010 1 0 0 0 0 0 1

2011 1 0 0 0 0 0 1

2012 1 0 0 0 0 0 1

Arkansas

2010 1 0 0 0 0 0 1

2011 1 0 0 0 0 0 1

2012 1 0 0 0 0 0 1

California

2010 2 1 0 0 0 0 3

2011 3 0 0 0 0 0 3

2012 3 1 0 0 0 0 4

Colorado 2010 1 0 0 0 0 0 1

2011 1 0 0 0 0 0 1

2012 1 0 0 0 0 0 1

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State Year

Outlets

at Start

of Year

Outlets

Opened

Termina-

tions

Non-

Renewals

Reacquired

Franchisor

Ceased

Operations

– Other

Reasons

Outlets

at End

of the

Year

Florida 2010 1 2 0 0 0 0 3

2011 3 0 0 0 0 0 3

2012 3 0 0 0 0 0 3

Georgia 2010 0 1 0 0 0 0 1

2011 1 0 0 0 0 0 1

2012 1 0 0 0 0 0 1

Illinois 2010 1 1 0 0 0 0 2

2011 2 1 1 0 0 0 2

2012 2 0 0 0 0 0 2

Indiana 2010 1 0 0 0 0 0 1

2011 1 0 0 0 0 0 1

2012 1 1 1 0 0 0 1

Kansas

2010 0 0 0 0 0 0 0

2011 0 1 0 0 0 0 1

2012 1 0 0 0 0 0 1

Kentucky 2010 1 0 0 0 0 0 1

2011 1 0 0 0 0 0 1

2012 1 1 0 0 0 0 2

Maryland 2010 3 0 0 0 0 0 3

2011 3 0 0 0 0 0 3

2012 3 0 1 0 0 0 2

Massachu-

setts

2010 0 0 0 0 0 0 0

2011 0 1 0 0 0 0 1

2012 1 0 0 0 0 0 1

Michigan 2010 1 0 0 0 0 0 1

2011 1 0 0 0 0 0 1

2012 1 0 0 0 0 0 1

Mississipp

2010 0 0 0 0 0 0 0

2011 0 0 0 0 0 0 0

2012 0 1 0 0 0 0 1

Missouri 2010 0 0 0 0 0 0 0

2011 0 1 0 0 0 0 1

2012 1 0 0 0 0 0 1

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State Year

Outlets

at Start

of Year

Outlets

Opened

Termina-

tions

Non-

Renewals

Reacquired

Franchisor

Ceased

Operations

– Other

Reasons

Outlets

at End

of the

Year

New

Jersey

2010 1 1 0 0 0 0 2

2011 2 0 0 0 0 0 2

2012 2 0 0 0 0 0 2

New York 2010 0 0 0 0 0 0 0

2011 0 1 0 0 0 0 1

2012 1 1 0 0 0 0 2

North

Carolina

2010 1 0 0 0 1 0 0

2011 0 2 0 0 0 0 2

2012 2 0 0 0 0 0 2

Ohio 2010 2 0 0 0 0 0 2

2011 2 1 0 0 0 0 3

2012 3 1 0 0 0 0 4

Pennsyl-

vania

2010 1 0 0 0 0 0 1

2011 1 0 0 0 0 0 1

2012 1 1 0 0 0 0 2

Tennessee 2010 0 1 0 0 0 0 1

2011 1 0 0 0 0 0 1

2012 1 0 0 0 0 0 1

Texas 2010 2 1 1 0 0 0 2

2011 2 0 0 0 0 0 2

2012 2 1 1 0 0 0 2

Virginia 2010 1 1 0 0 0 0 2

2011 2 0 0 0 0 0 2

2012 2 0 0 0 0 0 2

Total 2010 21 9 1 0 1 0 28

2011 28 8 1 0 0 0 35

2012 35 8 3 0 0 0 40

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Table No. 4

Status of Company-Owned and Affiliate-Owned Outlets

For Years Ending December 31, 2010, 2011 and 2012

State Year Outlets

at Start

of Year

Outlets

Opened

Outlets

Reacquired

from

Franchisee

Outlets

Closed

Outlets Sold

Franchisee

Outlets at

End of the

Year

California 2010 1 0 0 0 1 0

2011 0 0 0 0 0 0

2012 0 0 0 0 0 0

Florida 2010 1 0 0 0 0 1

2011 1 0 0 0 0 1

2012 1 0 0 0 0 1

North

Carolina

2010 0 0 1 0 0 1

2011 1 0 0 0 1 0

2012 0 0 0 0 0 0

Washington,

2010 1 0 0 0 0 1

2011 1 0 0 0 0 1

2012 1 0 0 0 0 1

Total

2010 3 0 1 0 1 3

2011 3 0 0 0 1 2

2012 2 0 0 0 0 2

The outlets in the above chart are owned and operated by our affiliates. We have included the

Tampa, Florida business that is partially owned by our affiliate and 40% owned by Faisal Ansari, a

Franchisee.

Table No. 5

Projected Openings as of December 31, 2012

State

Franchise

Agreements

Signed but

Outlet Not

Opened

Projected

New

Franchised

Outlets in the

Next Fiscal

Year

Projected

New

Company-

Owned

Outlets in the

Next Fiscal

Year

Alabama 0 1 0

California 0 1 0

Florida 1 1 0

Georgia 0 1 0

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State

Franchise

Agreements

Signed but

Outlet Not

Opened

Projected

New

Franchised

Outlets in the

Next Fiscal

Year

Projected

New

Company-

Owned

Outlets in the

Next Fiscal

Year

Illinois 0 1 0

Louisiana 0 1 0

Maryland 0 1 0

Massachusetts 0 1 0

Michigan 1 1 0

Minnesota 0 1 0

Missouri 0 1 0

Nevada 0 1 0

New Jersey 0 1 0

New Mexico 0 1 0

North Carolina 0 1 0

Ohio 0 1 0

Oklahoma 1 1 0

Oregon 0 1 0

Pennsylvania 0 1 0

South Carolina 0 1 0

Texas 0 1 0

Utah 0 1 0

Virginia 0 1 0

Washington 0 1 0

Wisconsin 0 1 0

Total

3 25 0

The table represents potential franchisees for the System. It does not take into account whether a

franchisee purchases multiple Zones.

A list of the names of all franchisees and the addresses and telephone numbers of their businesses

is provided in Exhibit “E” to this Disclosure Document.

The name, city, state and current business telephone number (or if unknown, the last known home

telephone number) of the 6 franchisees who had a business terminated, cancelled, not renewed or

otherwise voluntarily or involuntarily ceased to do business under the applicable Agreement during the

most recently completed fiscal year or who has not communicated with us within 10 weeks of the

issuance date of this Disclosure Document are listed on Exhibit “F” to this Disclosure Document. If you

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buy this franchise, your contact information may be disclosed to other buyers when you leave the

franchise system.

During the last three fiscal years, we have not had any franchisees sign confidentiality provisions

that would restrict their ability to speak openly about their experience with the College Hunks Hauling

Junk and College Hunks Moving System.

There are no trademark-specific organizations formed by our franchisees that are associated with

the College Hunks Hauling Junk and College Hunks Moving System.

ITEM 21

FINANCIAL STATEMENTS

Attached to this Disclosure Document as Exhibit “H” are our audited financial statements for the

periods ended December 31, 2010, 2011, and 2012. Our unaudited balance sheet and income statement

for the period ended March 31, 2013 is also attached as Exhibit “H.”

Our fiscal year end is December 31

ITEM 22

CONTRACTS

The following agreements are attached as exhibits to this Disclosure Document:

Form of General Release Exhibit B

Franchise Agreement (“FA”) with Exhibits Exhibit C

Conditional Assignment of Telephone Numbers and Listing and

Internet Addresses Exhibit C to FA

Principal Owners Guaranty Exhibit D to FA

Form of Conditional Assignment of Service Vehicle Lease Exhibit E to FA

Authorization Agreement for Prearranged Payments Exhibit F to FA

Transfer of Franchise to Corporation or Limited Liability Company Exhibit G to FA

Promissory Note and Individual Guaranty of Promissory Note Exhibit H to FA

Franchisee Disclosure Acknowledgment Statement Exhibit I

Deposit Agreement Exhibit J

ITEM 23

RECEIPTS

Two copies of an acknowledgment of your receipt of this Disclosure Document appear at the end

of the Disclosure Document. Please return one signed copy to us and retain the other for your records.

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EXHIBIT A TO THE DISCLOSURE DOCUMENT

AGENTS FOR SERVICE OF PROCESS/STATE ADMINISTRATORS

Listed here are the names, addresses and telephone numbers of the state agencies having

responsibility for franchising disclosure/registration laws and for service of process. We may not yet be

registered to sell franchises in any or all of these states.

STATE STATE REGULATORY AGENCY

AGENT TO RECEIVE PROCESS IN

STATE, IF DIFFERENT THAN THE

STATE REGULATORY AGENCY

California

Department of Corporations

Los Angeles

320 West 4

Street

Suite 750

Los Angeles, CA 90013-2344

(213) 576-7500

Sacramento

1515 K Street

Suite 200

Sacramento, CA 95814-4052

(916) 445-7205

San Diego

1350 Front Street, Room 2034

San Diego, CA 92101-3697

(619) 525-4233

San Francisco

One Sansome Street, Suite 600

San Francisco, CA 94104-4428

(415) 972-8565

Hawaii

Department of Commerce and

Consumer Affairs

Business Registration Division

Commissioner of Securities

P.O. Box 40

Honolulu, Hawaii 96810

(808) 586-2744

Commissioner of Securities

Department of Commerce and

Consumer Affairs

Business Registration Division

Securities Compliance Branch

335 Merchant Street, Room 203

Honolulu, Hawaii 96813

Illinois

Franchise Bureau

Office of Attorney General

500 South Second Street

Springfield, IL 62706

(217) 782-4465

Indiana

Franchise Section

Indiana Securities Division

Secretary of State

Room E-111

302 W. Washington Street

Indianapolis, Indiana 46204

(317) 232-6681

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STATE STATE REGULATORY AGENCY

AGENT TO RECEIVE PROCESS IN

STATE, IF DIFFERENT THAN THE

STATE REGULATORY AGENCY

Maryland

Maryland Division of Securities

200 St. Paul Place

Baltimore, MD 21202-2020

(410) 576-7042

Maryland Commissioner of

Securities

200 St. Paul Place

Baltimore, Maryland 21202-2020

Michigan

Michigan Attorney General's

Office

Consumer Protection Division

Attn: Franchise Section

525 W. Ottawa Street

Williams Building, 1st Floor

Lansing, MI 48933

(517) 373-7117

Minnesota

Minnesota Department of

Commerce

Market Assurance Division

85 7

Place East, Suite 500

St. Paul, Minnesota 55101-2198

(651) 296-6328

New York

New York State Department

of Law

Bureau of Investor Protection

and Securities

120 Broadway, 23rd Floor

New York, NY 10271

(212) 416-8211

Secretary of State

The Division of Corporations

One Commerce Plaza

99 Washington Avenue

Albany, NY 12231-0001

North Dakota

Office of Securities

Commissioner

Fifth Floor

600 East Boulevard

Bismarck, ND 58505-0510

(701) 328-4712

Oregon

Department of Consumer &

Business Services

Division of Finance and

Corporate Securities

Labor and Industries Building

Salem, Oregon 97310

(503) 378-4140

Rhode Island

Department of Business

Regulation

Securities Division

1511 Pontiac Avenue

John O. Pastore Complex–69-1

Cranston, RI 02920-4407

(401) 462-9527

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STATE STATE REGULATORY AGENCY

AGENT TO RECEIVE PROCESS IN

STATE, IF DIFFERENT THAN THE

STATE REGULATORY AGENCY

South Dakota

Division of Securities

445 East Capitol Avenue

Pierre, SD 57501-3185

(605) 773-4823

Virginia

State Corporation Commission

1300 East Main Street

9th Floor

Richmond, VA 23219

(804) 371-9051

Clerk

State Corporation Commission

1300 East Main Street, 1st Floor

Richmond, VA 23219

Washington

Department of Financial

Institutions

Securities Division

P.O. Box 9033

Olympia, WA 98507-9033

(360) 902-8760

Wisconsin

Division of Securities

Department of Financial

Institutions

Post Office Box 1768

Madison, Wisconsin 53701

(608) 266-2801

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EXHIBIT B TO THE DISCLOSURE DOCUMENT

STATE SPECIFIC ADDENDUM

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EXHIBIT B

ADDENDUM TO THE CHHJ FRANCHISING L.L.C.

DISCLOSURE DOCUMENT REQUIRED BY THE STATE OF CALIFORNIA

CALIFORNIA APPENDIX

1. California Business and Professions Code Sections 20000 through 20043 provide rights to you

concerning termination or non-renewal of a franchise. If the Franchise Agreement contains

provisions that are inconsistent with the law, the law will control.

2. The Franchise Agreement provides for termination upon bankruptcy. This provision may not be

enforceable under Federal Bankruptcy Law (11 U.S.C.A. Sec. 101 et seq.

3. The Franchise Agreement contains covenants not to compete which extend beyond the

termination of the agreements. These provisions may not be enforceable under California law.

4. Section 31125 of the California Corporation Code requires the franchisor to provide you with a

Disclosure Document before asking you to agree to a material modification of an existing

franchise.

5. Neither the franchisor, any person or franchise broker in Item 2 of the Disclosure Document is

subject to any currently effective order of any national securities association or national securities

exchange, as defined in the Securities Exchange Act of 1934, 15 U.S.C.A. 79a et seq., suspending

or expelling such persons from membership in such association or exchange.

6. The Franchise Agreement requires binding arbitration. The arbitration will occur in Florida with

the costs being borne by the franchisee and franchisor. Prospective franchisees are encouraged to

consult private legal counsel to determine the applicability of California and federal laws (such as

Business and Professions Code Section 20040.5 Code of Civil Procedure Section 1281, and the

Federal Arbitration Act) to any provisions of a franchise agreement restricting venue to a forum

outside the State of California.

7. The Franchise Agreement requires application of the laws of Florida. This provision may not be

enforceable under California law.

8. You must sign a general release if you renew or transfer your franchise. California Corporation

Code 31512 voids a waiver of your rights under the Franchise Investment Law (California

Corporations Code 31000 through 31516). Business and Professions Code 20010 voids a waiver

of your rights under the Franchise Relations Act (Business and Professions Code 20000 through

20043).

9. THE CALIFORNIA FRANCHISE INVESTMENT LAW REQUIRES THAT A COPY OF ALL

PROPOSED AGREEMENTS RELATING TO THE SALE OF THE FRANCHISE BE

DELIVERED TOGETHER WITH THE DISCLOSURE DOCUMENT.

10. The Franchise Agreement contains a liquidated damages clause. Under California Civil Code

Section 1671, certain liquidated damages clauses are unenforceable.

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12.

OUR WEBSITE, www.collegehunkshaulingjunk.com, HAS NOT BEEN REVIEWED

OR APPROVED BY THE CALIFORNIA DEPARTMENT OF CORPORATIONS.

ANY COMPLAINTS CONCERNING THE CONTENT OF THIS WEBSITE MAY BE

DIRECTED TO THE CALIFORNIA DEPARTMENT OF CORPORATIONS at

www.corp.ca.gov.

IN WITNESS WHEREOF, the parties hereto have duly executed, sealed and delivered this

Addendum dated this ______ day of ______________, 20___.

CHHJ FRANCHISING L.L.C.

By:

Name:

Title:

FRANCHISEE:

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EXHIBIT B

ADDENDUM TO THE CHHJ FRANCHISING L.L.C.

DISCLOSURE DOCUMENT, FRANCHISE AGREEMENT

AND DEPOSIT AGREEMENT REQUIRED BY THE STATE OF ILLINOIS

1. We will defer the payment of the initial franchise fee and any other initial payment until

all of our material pre-opening obligations have been satisfied. The initial franchise fee is deferred 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. This deferral has been imposed by the Illinois Attorney General’s

Office based on the Franchisor’s financial condition.

2. The following item is required to be included within the Disclosure Document and shall

be deemed to supersede the language that is in the Disclosure Document itself:

Section 4 of the Illinois Franchise Disclosure Act (“Act”) dictates that “any provision

in the franchise agreement which designates jurisdiction or venue in a forum outside

of this State is void with respect to any cause of action which otherwise is

enforceable in this State, provided that a franchise agreement may provide for

arbitration in a forum outside of this State.” Therefore, the Act supersedes any

contrary provisions contained in the Franchise Agreement.

3. Illinois law governs the Franchise Agreement.

4. Any releases and/or waivers that we request you to sign must conform with Section 41,

Waivers Void, of the Illinois Franchise Disclosure Act of 1987 which states that “any condition,

stipulation, or provision purporting to bind any person acquiring any franchise to waive compliance with

any provision of this Act or any other law of this State is void. This Section shall not prevent any person

from entering into a settlement agreement or executing a general release regarding potential or actual

lawsuits filed under any of the provisions of this Act, nor shall it prevent the arbitration of any claim

pursuant to the provisions of Title 9 of the United States Code.” The appropriate sections of Franchise

Agreement is amended accordingly.

5. Under Illinois law, a franchise agreement may not provide for a choice of law of any state

other than Illinois. Accordingly, Items 17(v) and (w) are amended to state “Illinois.” The appropriate

sections of Franchise Agreement is amended accordingly.

6. Section 19, Termination of a Franchise, of the Illinois Franchise Disclosure Act of 1987

(“Act”) subsection (a) states that “It shall be a violation of this Act for a franchisor to terminate a

franchise of a franchised business located in this State prior to the expiration of its term except for “good

cause” as provided in subsection (b) and (c) of this Section.” Items 12 and 17 (o) of the Franchise

Disclosure Document and Section 18.8 of the Franchise Agreement are amended to state that Franchisor

or its designee shall have the option to purchase Franchisee’s franchised business only if the Franchise

Agreement was terminated for “good cause” or upon expiration of its term.

7. Section 20.13 of the Franchise Agreement is amended to comply with Section 27 of the

Act to allow any and all claims and actions arising out of or relating to these Agreements, the relationship

of Franchisor and Franchisee or Franchisee’s operation of the Franchise brought by Franchisee against

Franchisor shall be commenced within three (3) years from the occurrence of the facts giving rise to such

claim or action, within one (1) year after the Franchisee becomes aware of the facts or circumstances

indicating Franchisee may have a claim for relief, or ninety (90) days after delivery to Franchisee of a

written notice disclosing the violation, or such claim or action will be barred.

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IN WITNESS WHEREOF, the parties hereto have duly executed, sealed and delivered this

Addendum dated this ______ day of ______________, 20___.

CHHJ FRANCHISING L.L.C.

By:

Name:

Title:

FRANCHISEE:

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EXHIBIT B

STATE ADDENDUM TO THE CHHJ FRANCHISING L.L.C.

DISCLOSURE DOCUMENT, FRANCHISE AGREEMENT

FOR THE STATE OF INDIANA

1. To be added to Item 3 of the Disclosure Document is the following statement:

There are presently no arbitration proceedings to which the Franchisor is a

party.

2. Item 17 of the Disclosure Document is amended to reflect the requirement under Indiana

Code 23-2-2.7-1 (9), which states that any post term non-compete covenant must not

extend beyond the franchisee’s exclusive territory.

3. Item 17 is amended to state that this is subject to Indiana Code 23-2-2.7-1 (10).

4. Under Indiana Code 23-2-2.7-1 (10), jurisdiction and venue must be in Indiana if the

franchisee so requests. This amends Articles 20.7 and 20.8 of the Franchise Agreement.

5. Under Indiana Code 23-2-2.7-1 (10), franchisee may not agree to waive any claims or

rights.

IN WITNESS WHEREOF, the parties hereto have duly executed, sealed and delivered this

Addendum dated this ______ day of ______________, 20___.

CHHJ FRANCHISING L.L.C.

By:

Name:

Title:

FRANCHISEE:

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EXHIBIT B

ADDENDUM TO THE CHHJ FRANCHISING L.L.C.

DISCLOSURE DOCUMENT

FOR THE STATE OF MARYLAND

This will serve as the State Addendum for CHHJ Franchising LLC for the State of Maryland for

College Hunks Hauling Junk Disclosure Document and for its Franchise Agreement. The amendments to

the Franchise Agreement included in this addendum have been agreed to by the parties.

1. We will defer the payment of the initial franchise fee and any other initial payment until

all of our material pre-opening obligations have been satisfied. The initial franchise fee is deferred 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.

2. The provision contained in the termination sections of the Franchise Agreement may not

be enforceable under federal bankruptcy law (11 U.S.C. Section 101 et

seq.).

3. Item 11 of the Disclosure Document shall be amended to state that a franchisee may

obtain an accounting of the advertising fund as required by the Maryland Franchise Registration and

Disclosure Law, by requesting same in a written request to Franchisor.

4. Item 17 of the Disclosure Document shall be amended at the sections dealing with the

issuance of general releases to the effect that the general release required as a condition of renewal and/or

assignment/transfer are not intended to nor shall they act as a release, estoppel or waiver of any liability

under the Maryland Franchise Registration and Disclosure Law. The appropriate sections of the

Franchise Agreement is hereby deemed to be amended accordingly.

5. The Maryland Franchise Registration and Disclosure Law prohibits a franchisor from

requiring a prospective franchisee to assent to any release, estoppel or waiver of liability as a condition of

purchasing a franchise. Any disclaimer regarding the occurrence and/or acknowledgment of the non-

occurrence of acts that would constitute a violation of the Franchise Law in order to purchase the

franchise are not intended to nor shall they act as a release, estoppel or waiver of any liability incurred

under the Maryland Franchise Registration and Disclosure Law. The Franchisee Disclosure

Acknowledgment Statement, Exhibit H to the Disclosure Document, and the Franchise Agreement are

amended to comply with this provision.

6. Item 17 of the Disclosure Document and the appropriate sections of the Franchise

Agreement is amended to state that any claims arising under the Maryland Franchise Registration and

Disclosure Law must be brought within 3 years after the grant of the franchise.

IN WITNESS WHEREOF, the parties hereto have duly executed, sealed and delivered this

Addendum dated this ______ day of ______________, 20___.

CHHJ FRANCHISING L.L.C.

By:

Name:

Title:

FRANCHISEE:

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FORM OF GENERAL RELEASE

THIS AGREEMENT (“Agreement”) is made and entered into this ____ day of ______________,

20__ by and between CHHJ FRANCHISING L.L.C., a Delaware limited liability company having its

principal place of business located at 1513 East 9th Avenue, Tampa, Florida 33605 (the “Franchisor”),

and ___________________________ residing at _______________________________ (hereinafter

referred to as “Releasor”), wherein the parties hereto, in exchange for good and valuable consideration,

the sufficiency and receipt of which is hereby acknowledged, and in reliance upon the representations,

warranties, and comments herein are set forth, do agree as follows:

1. Release by Releasor:

Releasor does for itself, its successors and assigns, hereby release and forever discharge

generally the Franchisor and any affiliate, wholly owned or controlled corporation, subsidiary, successor

or assign thereof and any shareholder, officer, director, employee, or agent of any of them, from any and

all claims, demands, damages, injuries, agreements and contracts, indebtedness, accounts of every kind or

nature, whether presently known or unknown, suspected or unsuspected, disclosed or undisclosed, actual

or potential, which Releasor may now have, or may hereafter claim to have or to have acquired against

them of whatever source or origin, arising out of or related to any and all transactions of any kind or

character at any time prior to and including the date hereof, including generally any and all claims at law

or in equity, those arising under the common law or state or federal statutes, rules or regulations such as,

by way of example only, franchising, securities and anti-trust statutes, rules or regulations, in any way

arising out of or connected with the Agreement, and further promises never from this day forward,

directly or indirectly, to institute, prosecute, commence, join in, or generally attempt to assert or maintain

any action thereon against the Franchisor, any affiliate, successor, assign, parent corporation, subsidiary,

director, officer, shareholder, employee, agent, executor, administrator, estate, trustee or heir, in any court

or tribunal of the United States of America, any state thereof, or any other jurisdiction for any matter or

claim arising before execution of this Agreement. In the event Releasor breaches any of the promises

covenants, or undertakings made herein by any act or omission, Releasor shall pay, by way of

indemnification, all costs and expenses of the Franchisor caused by the act or omission, including

reasonable attorneys’ fees.

2. Releasor hereto represents and warrants that no portion of any claim, right, demand,

obligation, debt, guarantee, or cause of action released hereby has been assigned or transferred by

Releasor party to any other party, firm or entity in any manner including, but not limited to, assignment or

transfer by subrogation or by operation of law. In the event that any claim, demand or suit shall be made

or institute against any released party because of any such purported assignment, transfer or subrogation,

the assigning or transferring party agrees to indemnify and hold such released party free and harmless

from and against any such claim, demand or suit, including reasonable costs and attorneys’ fees incurred

in connection therewith. It is further agreed that this indemnification and hold harmless agreement shall

not require payment to such claimant as a condition precedent to recovery under this paragraph.

3. Each party acknowledges and warrants that his, her or its execution of this Agreement is

free and voluntary.

4. Florida law shall govern the validity and interpretation of this Agreement, as well as the

performance due thereunder. This Agreement is binding upon and inures to the benefit of the respective

assigns, successors, heirs and legal representatives of the parties hereto.

5. In the event that any action is filed to interpret any provision of this Agreement, or to

enforce any of the terms thereof, the prevailing party shall be entitled to its reasonable attorneys’ fees and

costs incurred therein, and said action must be filed in the State of Florida.

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6. This Agreement may be signed in counterparts, each of which shall be binding against

the party executing it and considered as the original.

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have

executed this agreement effective as of the date first above.

RELEASOR:

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EXHIBIT B

ADDENDUM TO DISCLOSURE DOCUMENT, FRANCHISE AGREEMENT

FOR THE STATE OF MINNESOTA

This addendum to the Disclosure Document is agreed to this

day of __________, 20__, and

effectively amends and revises said Disclosure Document, Franchise Agreement as follows:

1. Item 13 of the Disclosure Document and the appropriate sections of the Franchise

Agreement is amended by the addition of the following language to the original language that appears

therein:

“In accordance with applicable requirements of Minnesota law, Franchisor shall protect

Franchisee’s right to use the trademarks, service marks, trade names, logotypes or other

commercial symbols and/or shall indemnify Franchise from any loss, costs or expenses

arising out of any claim, suit or demand regarding such use.”

2. Item 17 of the Disclosure Document and the appropriate sections of the Franchise

Agreement is amended by the addition of the following language to the original language that appears

therein:

“Minnesota law provides franchisees with certain termination and non-renewal rights.

Minnesota Stat. Sec. 80c.14, Subd.3, 4 and 5 require, except in certain specified cases,

that a franchisee be given 90 days’ notice of termination (with 60 days to cure) and 180

days’ notice for non-renewal of the Disclosure Document.”

3. Item 17 of the Disclosure Document and the appropriate sections of the Franchise

Agreement is amended by the addition of the following language to the original language that appears

therein:

“Minn. Stat. Sec. 80C.21 and Rule 2860.4400J prohibit us from requiring litigation to be

conducted outside Minnesota. In addition, nothing in the Disclosure Document or

agreements can abrogate or reduce any of your rights as provided for in Minnesota

Statutes, Chapter 80C, or your rights to any procedure, forum, or remedies provided for

by the laws of jurisdiction.”

4. Item 17 of the Disclosure Document and the appropriate sections of the Franchise

Agreement is amended by the addition of the following language to the original language that appears

therein:

“Minn. Rule 2860.4400D prohibits us from requiring you to assent to a general release.”

5. Any reference to liquidated damages in the Franchise Agreement is hereby deleted in

accordance with Minn. Rule 2860.4400J which prohibits requiring you to consent to liquidated damages.

6. The Franchise Agreement is hereby amended to comply with Minn. Rule 2860.4400J

which prohibits waiver of a jury trial.

7. The Franchise Agreement is hereby amended to comply with Minn. Stat. §80C.17, Subd.

5 regarding Limitations of Claims.

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IN WITNESS WHEREOF, the parties hereto have duly executed, sealed and delivered this

Addendum dated this ______ day of ______________, 20___.

CHHJ FRANCHISING L.L.C.

By:

Name:

Title:

FRANCHISEE:

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EXHIBIT B

ADDENDUM TO THE CHHJ FRANCHISING L.L.C.

DISCLOSURE DOCUMENT

REQUIRED BY THE DEPARTMENT OF LAW OF THE STATE OF NEW YORK

The following Items are required to be included within the Disclosure Document and shall be

deemed to supersede the language in the Disclosure Document itself:

3. LITIGATION

Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering

franchises under Franchisor’s principal trademark:

(A) has an administrative, criminal or civil action pending against that person alleging: a

felony; a violation of a franchise, antitrust or securities law; fraud; embezzlement;

fraudulent conversion; misappropriation of property; unfair or deceptive practices; or

comparable civil or misdemeanor allegations.

(B) has been convicted of a felony or pleaded nolo contendere to a felony charge or, within

the ten year period immediately preceding the application for registration, has been

convicted of or pleaded nolo contendere to a misdemeanor charge or has been the subject

of a civil action alleging: violation of a franchise; anti-fraud or securities law; fraud;

embezzlement; fraudulent conversion or misappropriation of property; unfair or

deceptive practices; or comparable allegations.

franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade

regulation or trade practice law, resulting from a concluded or pending action or

proceeding brought by a public agency; or is subject to any currently effective order of

any national securities association or national securities exchange, as defined in the

Securities and Exchange Act of 1934, suspending or expelling such person from

membership in such association or exchange; or is subject to a currently effective

injunctive or restrictive order relating to any other business activity as a result of an

action brought by a public agency or department, including, without limitation, actions

affecting a license as a real estate broker or sales agent.

4. BANKRUPTCY

Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year

period immediately before the date of the Disclosure Document: (a) filed as debtor (or had filed against it)

a petition to start an action under the U.S. Bankruptcy Code; (b) obtained a discharge of its debts under

the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that

either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy

Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during or within one year

after the officer or general partner of the Franchisor held this position in the company or partnership.

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IN WITNESS WHEREOF, the parties hereto have duly executed, sealed and delivered this

Addendum dated this ______ day of ______________, 20___.

CHHJ FRANCHISING L.L.C.

By:

Name:

Title:

FRANCHISEE:

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EXHIBIT B

ADDENDUM TO THE CHHJ FRANCHISING L.L.C.

DISCLOSURE DOCUMENT REQUIRED BY THE STATE OF RHODE ISLAND

The following amends Item 17 and is required to be included within the Disclosure Document

and shall be deemed to supersede the language in the Disclosure Document itself:

Section 19-28.1-14 of the Rhode Island Franchise Investment Act provides that:

“A provision in a franchise agreement restricting jurisdiction or venue to a forum outside of this

state or requiring the application of the laws of another state is void with respect to a claim

otherwise enforceable under this Act.”

IN WITNESS WHEREOF, the parties hereto have duly executed, sealed and delivered this

Addendum dated this ______ day of ______________, 20___.

CHHJ FRANCHISING L.L.C.

By:

Name:

Title:

FRANCHISEE:

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EXHIBIT B TO THE DISCLOSURE DOCUMENT

ADDENDUM TO THE CHHJ FRANCHISING, L.L.C.

DISCLOSURE DOCUMENT REQUIRED BY THE COMMONWEALTH OF VIRGINIA

In recognition of the restrictions contained in Section 13.1-564 of the Virginia Retail Franchising Act, the

Franchise Disclosure Document for CHHJ Franchising, L.L.C. for use in the Commonwealth of Virginia

shall be amended as follows:

Additional Disclosure: The following statements are added to Item 17.h:

Pursuant to Section 13.1-564 of the Virginia Retail Franchising Act, it is unlawful for a franchisor to

cancel a franchise without reasonable cause. If any grounds for default or termination stated in the

franchise agreement do not constitute “reasonable cause,” as that the term may be defined in the Virginia

Retail Franchising Act or the laws of Virginia, the provision may not be enforceable.

IN WITNESS WHEREOF, the parties hereto have duly executed, sealed and delivered this

Addendum dated this ______ day of ______________, 20___.

CHHJ FRANCHISING L.L.C.

By:

Name:

Title:

FRANCHISEE:

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EXHIBIT B

ADDENDUM TO THE CHHJ FRANCHISING L.L.C.

DISCLOSURE DOCUMENT REQUIRED BY THE STATE OF WASHINGTON

We will defer the payment of the initial franchise fee and any other initial payment until all of our

material pre-opening obligations have been satisfied. The initial franchise fee is deferred 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.

The State of Washington has a statute, RCW 19.100.180, which may supersede the Franchise

Agreement in your relationship with the Franchisor, including the areas of termination and renewal of

your franchise. There may also be court decisions which may supersede the Franchise Agreement in your

relationship with the Franchisor, including the areas of termination and renewal of your franchise.

In any arbitration involving a franchise purchased in Washington, the arbitration site shall be

either in the State of Washington or in a place mutually agreed upon at the time of the arbitration, or as

determined by the arbitrator.

In the event of a conflict of laws, the provisions of the Washington Franchise Investment

Protection Act, Chapter 19.100 RCW shall prevail.

A release or waiver of rights executed by a franchisee shall not include rights under the

Washington Franchise Investment Protection Act, except when executed pursuant to a negotiated

settlement after the agreement is in effect and where the parties are represented by independent counsel.

Provisions such as those which unreasonably restrict or limit the statute of limitations period for claims

under the Act or rights or remedies under the Act, such as a right to a jury trial, may not be enforceable.

Transfer fees are collectable to the extent that they reflect the Franchisor’s reasonable estimated

or actual costs in effecting a transfer.

IN WITNESS WHEREOF, the parties hereto have duly executed, sealed and delivered this

Addendum dated this ______ day of ______________, 20___.

CHHJ FRANCHISING L.L.C.

By:

Name:

Title:

FRANCHISEE:

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EXHIBIT C TO THE DISCLOSURE DOCUMENT

FRANCHISE AGREEMENT

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CHHJ FRANCHISING L.L.C.

FRANCHISE AGREEMENT

FRANCHISEE

DATE OF AGREEMENT

 Standard Franchise – College Hunks Hauling Junk®

 Standard Franchise – College Hunks Moving®

 Combination College Hunks Hauling Junk® and College Hunks Moving®

 Small Market Franchise

 Conversion Franchise

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TABLE OF CONTENTS

ARTICLE I .................................................................................................................................................................. 2

DEFINITIONS .......................................................................................................................................................... 2

ARTICLE II ................................................................................................................................................................. 3

GRANT OF FRANCHISE AND LICENSE.............................................................................................................. 3

ARTICLE III ............................................................................................................................................................... 4

FRANCHISEE RESTRICTIONS AND FRANCHISOR’S RESERVED RIGHTS .................................................. 4

3.1 Franchisee’s Restrictions ........................................................................................................................ 4

3.2 Rights Reserved to Franchisor ................................................................................................................ 4

3.3 National or Regional Account ................................................................................................................. 5

3.4 Franchisee’s Right of First Refusal ......................................................................................................... 6

ARTICLE IV ............................................................................................................................................................... 7

TERM AND RENEWAL .......................................................................................................................................... 7

4.1 Term ......................................................................................................................................................... 7

4.2 Renewal Term .......................................................................................................................................... 7

4.3 Requirements for Renewal ....................................................................................................................... 7

4.4 Renewal Franchise Agreement ................................................................................................................ 8

4.5 Notice Requirement ................................................................................................................................. 9

4.6 Refusal to Renew Franchise Agreement .................................................................................................. 9

ARTICLE V ................................................................................................................................................................. 9

DUTIES OF FRANCHISOR ..................................................................................................................................... 9

5.1 Confidential Operations Manual and Intranet ........................................................................................ 9

5.2 Additional Materials ................................................................................................................................ 9

5.3 Initial Training ...................................................................................................................................... 10

5.4 Additional Assistance and Training ....................................................................................................... 11

5.5 Enrichment Training .............................................................................................................................. 11

5.6 Annual Convention ................................................................................................................................ 11

5.7 Approved Suppliers ................................................................................................................................ 12

5.8 Software ................................................................................................................................................. 12

5.9 Computer Hardware .............................................................................................................................. 12

5.10 Pricing ................................................................................................................................................... 12

5.11 Brand Development Fund ...................................................................................................................... 12

5.12 Force Majeure ....................................................................................................................................... 12

5.13 Intranet .................................................................................................................................................. 13

5.14 Call Center ............................................................................................................................................ 13

5.15 Refresher Training ................................................................................................................................. 13

5.16 Franchisee Directory ............................................................................................................................. 14

5.17 Service Requests .................................................................................................................................... 14

5.18 Supply Manual ....................................................................................................................................... 14

5.19 Artwork and Templates .......................................................................................................................... 14

5.20 Call Center Fund ................................................................................................................................... 14

5.21 Assistance with Dispute Resolution ....................................................................................................... 15

ARTICLE VI ............................................................................................................................................................. 16

CONFIDENTIAL OPERATIONS MANUAL ........................................................................................................ 16

6.1 Conduct of Franchised Business ........................................................................................................... 16

6.2 Confidential Information ....................................................................................................................... 16

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6.3 Sole Property of Franchisor .................................................................................................................. 16

6.4 Revisions ................................................................................................................................................ 16

6.5 Franchisee to Keep Current .................................................................................................................. 16

6.6 Modification of Standards ..................................................................................................................... 16

6.7 Improvements ......................................................................................................................................... 17

ARTICLE VII ............................................................................................................................................................ 17

PROPRIETARY MARKS, TRADE NAMES AND COPYRIGHTED MATERIALS ........................................... 17

7.1 License ................................................................................................................................................... 17

7.2 Quality Standards .................................................................................................................................. 17

7.3 Quality Maintenance ............................................................................................................................. 17

7.4 No Act in Derogation ............................................................................................................................. 18

7.5 No Dispute ............................................................................................................................................. 18

7.6 Use of Proprietary Properties ............................................................................................................... 18

7.7 Identification of Franchisee ................................................................................................................... 18

7.8 Discontinuance of Use ........................................................................................................................... 18

7.9 Franchisor to Defend ............................................................................................................................. 19

7.10 Notification of Infringement .................................................................................................................. 19

7.11 Limited License ...................................................................................................................................... 19

ARTICLE VIII .......................................................................................................................................................... 19

PAYMENTS TO FRANCHISOR ........................................................................................................................... 19

8.1 Initial Franchise Fee ............................................................................................................................. 19

8.2 Continuing Royalty Fee ......................................................................................................................... 21

8.3 Brand Development Fee ........................................................................................................................ 23

8.4 Call Center Support Fee ........................................................................................................................ 23

8.5 Appointment Fee .................................................................................................................................... 23

8.6 Providing Services to Clients Outside the Designated Territory ........................................................... 23

8.7 Commencement of the Business ............................................................................................................. 23

8.8 Right of Set Off ...................................................................................................................................... 24

8.9 Default ................................................................................................................................................... 24

8.10 Application of Funds ............................................................................................................................. 24

8.11 Interest on Late Payments ..................................................................................................................... 24

8.12 Application of Payments ........................................................................................................................ 25

8.13 Method of Payment - Electronic Funds Transfer .................................................................................. 25

8.14 CPI Adjustment ...................................................................................................................................... 25

8.15 Performance Refund .............................................................................................................................. 25

8.16 Performance Incentive ........................................................................................................................... 26

ARTICLE IX ............................................................................................................................................................. 26

OBLIGATIONS OF FRANCHISEE ....................................................................................................................... 26

9.1 Obligations of Franchisee ..................................................................................................................... 26

9.2 Development of Business ....................................................................................................................... 27

9.3 Compliance with Laws and Good Business Practices ........................................................................... 27

9.4 Franchisee to Supervise ......................................................................................................................... 28

9.5 Service Vehicle....................................................................................................................................... 28

9.6 Acknowledgments .................................................................................................................................. 30

9.7 Franchisor’s Directives ......................................................................................................................... 30

9.8 Variances ............................................................................................................................................... 31

9.9 Client Referrals ...................................................................................................................................... 31

9.10 Former Franchisees .............................................................................................................................. 31

9.11 Computer Hardware .............................................................................................................................. 32

9.12 Authorized Products and Services ......................................................................................................... 32

9.13 Approved Products and Supplies ........................................................................................................... 33

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iii

9.14 Employees .............................................................................................................................................. 33

9.15 Employee Training ................................................................................................................................ 33

9.16 Advertising ............................................................................................................................................. 33

9.17 Hours of Operation ................................................................................................................................ 33

9.18 Inspection............................................................................................................................................... 33

9.19 Reports ................................................................................................................................................... 34

9.20 Good Faith ............................................................................................................................................. 34

9.21 Ethics ..................................................................................................................................................... 34

9.22 Guaranty ................................................................................................................................................ 34

9.23 Customer Satisfaction; Operation of Franchised Business ................................................................... 34

9.24 Forms of Payment .................................................................................................................................. 35

ARTICLE X ............................................................................................................................................................... 35

INSURANCE .......................................................................................................................................................... 35

ARTICLE XI ............................................................................................................................................................. 36

ADVERTISING ...................................................................................................................................................... 36

11.1 Approval by Franchisor ......................................................................................................................... 36

11.2 Brand Development Fund ...................................................................................................................... 36

11.3 Telephone Directory Advertising ........................................................................................................... 37

11.4 Grand Opening Advertising ................................................................................................................... 38

11.5 Local Advertising ................................................................................................................................... 38

11.6 Cooperative Advertising ........................................................................................................................ 38

11.7 Social Media Policy ............................................................................................................................... 39

ARTICLE XII ............................................................................................................................................................ 39

REPORTING AND FINANCIAL MANAGEMENT REQUIREMENTS .............................................................. 39

12.1 Record Keeping ..................................................................................................................................... 39

12.2 Reporting Systems .................................................................................................................................. 39

12.3 Reports ................................................................................................................................................... 40

12.4 Audit ...................................................................................................................................................... 40

ARTICLE XIII .......................................................................................................................................................... 41

INDEPENDENT CONTRACTOR AND INDEMNIFICATION ........................................................................... 41

13.1 Independent Parties ............................................................................................................................... 41

13.2 Independent Contractor ......................................................................................................................... 41

13.3 Indemnification by Franchisee .............................................................................................................. 41

13.4 Indemnification by Franchisor .............................................................................................................. 42

ARTICLE XIV .......................................................................................................................................................... 43

CONFIDENTIAL INFORMATION ....................................................................................................................... 43

ARTICLE XV ............................................................................................................................................................ 44

COVENANTS NOT TO COMPETE ...................................................................................................................... 44

15.1 In-Term Covenants ................................................................................................................................ 44

15.2 Post-Term Covenants ............................................................................................................................ 44

15.3 Amendment of Covenants ...................................................................................................................... 45

15.4 Franchisor May Amend ......................................................................................................................... 45

15.5 Existence of Claim ................................................................................................................................. 45

15.6 Injunction ............................................................................................................................................... 45

15.7 Additional Covenants ............................................................................................................................ 45

15.8 Liquidated Damages .............................................................................................................................. 46

ARTICLE XVI .......................................................................................................................................................... 46

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ASSIGNMENT AND RIGHT OF FIRST REFUSAL ............................................................................................. 46

16.1 Assignment by Franchisor ..................................................................................................................... 46

16.2 Assignment by Franchisee ..................................................................................................................... 47

16.3 Transfer to a Corporation or Limited Liability Company ..................................................................... 48

16.4 Right of First Refusal ............................................................................................................................. 49

16.5 Franchisor Must Approve ...................................................................................................................... 49

16.6 Addition of Principal ............................................................................................................................. 49

ARTICLE XVII ......................................................................................................................................................... 50

DEFAULT AND TERMINATION ......................................................................................................................... 50

17.1 Termination Upon Receipt of Notice ..................................................................................................... 50

17.2 Termination Without Right to Cure ....................................................................................................... 50

17.3 Termination With Right to Cure ............................................................................................................ 51

17.4 Cross-Defaults, Non-Exclusive Remedies, etc. ...................................................................................... 52

17.5 Limitation on Rights of Termination ...................................................................................................... 52

17.6 Non-Compliance Fee ............................................................................................................................. 53

17.7 Franchisor’s Right to Discontinue Services to Franchisee ................................................................... 53

ARTICLE XVIII ....................................................................................................................................................... 53

FURTHER OBLIGATIONS AND RIGHTS OF THE PARTIES UPON TERMINATION OR EXPIRATION .... 53

18.1 Discontinue Use of Proprietary Properties ........................................................................................... 53

18.2 Cancellation of Name ............................................................................................................................ 54

18.3 Franchisor is Attorney-in-Fact .............................................................................................................. 54

18.4 Continuation of Obligations .................................................................................................................. 54

18.5 Cease Using Telephone Numbers .......................................................................................................... 54

18.6 Payment of Sums Due ............................................................................................................................ 54

18.7 Post-Term Covenants ............................................................................................................................ 55

18.8 Franchisor May Purchase ..................................................................................................................... 55

18.9 Discontinue Use; Modification .............................................................................................................. 56

18.10 Assignment of Lease for Service Vehicle ........................................................................................... 56

18.11 Liquidated Damages ......................................................................................................................... 56

ARTICLE XIX .......................................................................................................................................................... 57

MODIFICATION OF SYSTEM ............................................................................................................................. 57

ARTICLE XX ............................................................................................................................................................ 58

CALL CENTER ...................................................................................................................................................... 58

20.1 Engagement ........................................................................................................................................... 58

20.2. Call Center Services .............................................................................................................................. 58

20.3 Franchisee Responsibilities ................................................................................................................... 59

20.4 Limitations ............................................................................................................................................. 59

20.5 Information ............................................................................................................................................ 60

ARTICLE XXI .......................................................................................................................................................... 60

MISCELLANEOUS ............................................................................................................................................... 60

21.1 Severability and Substitution of Valid Provisions ................................................................................. 60

21.2 Waiver of Obligations ............................................................................................................................ 61

21.3 Injunctive Relief ..................................................................................................................................... 61

21.4 Rights of Parties are Cumulative ........................................................................................................... 61

21.5 Costs and Attorneys’ Fees ..................................................................................................................... 62

21.6 Mediation and Arbitration ..................................................................................................................... 62

21.7 Governing Law ...................................................................................................................................... 63

21.8 Jurisdiction ............................................................................................................................................ 63

21.9 Waiver of Punitive Damages ................................................................................................................. 63

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21.10 Waiver of Jury Trial .......................................................................................................................... 63

21.11 Franchisee May Not Withhold Payments .......................................................................................... 63

21.12 Binding Effect .................................................................................................................................... 63

21.13 Limitations of Claims ........................................................................................................................ 63

21.14 Construction ...................................................................................................................................... 63

21.15 Withholding Consent ......................................................................................................................... 64

ARTICLE XXII ......................................................................................................................................................... 64

FRANCHISOR’S BUY-OUT OPTION .................................................................................................................. 64

22.1 Franchisor’s Rights ............................................................................................................................... 64

21.2 Applicability of Other Provisions .......................................................................................................... 65

ARTICLE XXIII ....................................................................................................................................................... 66

GENERAL PROVISIONS ...................................................................................................................................... 66

23.1 Relationship; Acknowledgments ............................................................................................................ 66

23.2 Notices ................................................................................................................................................... 68

23.3 Gender ................................................................................................................................................... 68

23.4 Headings ................................................................................................................................................ 68

23.5 References .............................................................................................................................................. 68

22.6 Time of the Essence ............................................................................................................................... 68

23.7 Survival of Terms ................................................................................................................................... 68

23.8 Operation in the Event of Absence or Disability ................................................................................... 69

23.9 Step-In Rights ........................................................................................................................................ 69

ARTICLE XXIV ........................................................................................................................................................ 69

SECURITY INTEREST .......................................................................................................................................... 69

24.1 Collateral ............................................................................................................................................... 69

24.2 Indebtedness Secured ............................................................................................................................ 70

24.3 Additional Documents ........................................................................................................................... 70

24.4 Possession of Collateral ........................................................................................................................ 70

24.5 Franchisor’s Remedies in Event of Default ........................................................................................... 70

24.6 Special Filing as Financing Statement .................................................................................................. 70

ARTICLE XXV ......................................................................................................................................................... 71

SUBMISSION OF AGREEMENT ......................................................................................................................... 71

EXHIBITS:

A LOCATION OF FRANCHISE AND ZONES EMCOMPASSING THE DESIGNATED

TERRITORY

B EMPLOYEE NON-COMPETITION AND NON-DISCLOSURE AGREEMENT

C CONDITIONAL ASSIGNMENT OF TELEPHONE NUMBERS AND LISTING AND

INTERNET ADDRESSES

D PRINCIPAL OWNERS GUARANTY

E CONDITIONAL ASSIGNMENT OF SERVICE VEHICLE LEASE

F AUTHORIZATION AGREEMENT FOR PREARRANGED PAYMENTS

G TRANSFER OF FRANCHISE TO A CORPORATION OR LIMITED LIABILITY COMPANY

H PROMISSORY NOTE AND INDIVIDUAL GUARANTY OF PROMISSORY NOTE

CHHJ FRANCHISING L.L.C.

FRANCHISE AGREEMENT

THIS AGREEMENT is made and entered into this

day of , 20 between

CHHJ Franchising L.L.C., a Delaware limited liability company with its principal office at 1513 East 9th

Avenue, Tampa, Florida 33605 (the “Franchisor”), and __________________ whose principal address is

__________________________________________, an individual /partnership /corporation formed or

incorporated in the State of

, who will act under this Agreement under the approved

trade names College Hunks Hauling Junk® and/or College Hunks Moving® (the “Franchisee”).

W I T N E S S E T H:

WHEREAS, the Franchisor has developed a format and system (the “System”) of uniform

standards, methods, merchandising, and advertising for the operation of franchises that will provide junk

removal services, including picking up unwanted items from residential or commercial clients and taking

it to the appropriate landfill or transfer station for appropriate disposal or recycling, the provision of

moving services, and the sale of products and services related thereto (the “Franchised Business”) using

the Franchisor’s website, trade name, trademarks and service marks of College Hunks Hauling Junk® and

College Hunks Moving®, and phone number (collectively, the “Proprietary Marks”);

WHEREAS, the Franchisee desires to enter into the business of owning and operating a

Franchised Business in accordance with the System and wishes to obtain a franchise from the Franchisor

for that purpose, as well as to receive the training and other assistance provided by the Franchisor in

connection therewith;

WHEREAS, the Franchisee understands and acknowledges the importance of, and benefits to be

derived from, the System, as well as the Franchisor’s high standards of quality and service and the

necessity of operating the Franchised Business hereunder in conformity with the Franchisor’s standards

and specifications;

WHEREAS, the Franchisee desires to obtain a franchise to use the System and the Proprietary

Marks at the location described in Exhibit “A” hereto, pursuant to the provisions hereof, and Franchisee

has had a full and adequate opportunity to be thoroughly advised of the terms and conditions of this

Franchise Agreement by counsel of his/her own choosing and represents and warrants that he/she has the

business experience and financial ability to operate a Franchised Business;

WHEREAS, the Franchisee acknowledges that Franchisee has read this Agreement and

Franchisor’s Disclosure Document and that Franchisee understands and accepts the terms, conditions and

covenants contained in this Agreement as being reasonably necessary to maintain uniform high standards

of quality at all locations and to protect the goodwill of the Proprietary Marks;

WHEREAS, the Franchisor expressly disclaims the making of any warranty or guarantee,

expressed or implied, oral or written, regarding the potential revenues, profits or success of the business

venture contemplated by this Agreement;

WHEREAS, the Franchisee acknowledges that he/she has no knowledge of, nor has received nor

relied upon, any representations or warranties by Franchisor, its officers, directors, shareholders or

representatives about the franchise offered hereunder, about Franchisor or its franchising programs and

policies that are contrary to the statements in Franchisor’s Disclosure Document or to the terms of this

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Agreement, or regarding the potential revenues, profits or success of the business venture contemplated

hereunder; and

WHEREAS, the Franchisee acknowledges that this Agreement places detailed and substantial

obligations on Franchisee, including strict adherence to Franchisor’s reasonable present and future

requirements regarding facilities, equipment, suppliers, operating procedures, management protocols and

procedures, merchandising strategies, sales promotion programs and related matters. Franchisee

acknowledges that future improvements, changes and developments in the System may require additional

expense to be undertaken by Franchisee.

BEFORE SIGNING THIS AGREEMENT, FRANCHISEE SHOULD READ IT CAREFULLY WITH

ASSISTANCE OF LEGAL COUNSEL.

NOW, THEREFORE, for and in consideration of the mutual undertakings, covenants, premises

and commitments contained hereinabove and below, and other good and valuable consideration , the

receipt and sufficiency of which are hereby acknowledged, IT IS AGREED, as follows:

ARTICLE I

DEFINITIONS

1.1 In addition to any other terms defined in this Agreement, the following definitions shall

govern this Agreement:

1.1.1 “Agreement” means this document, including all exhibits hereto, as they may be

modified from time to time, and documents referenced and incorporated herein, and any documents or

agreements modifying the System.

1.1.2 “Copyrights” means all work rendered in a tangible medium of expression as

defined under U.S. Copyright Law, 17 U.S.C. Sec. 101, et seq., that relates to the Franchised Business,

whether published or unpublished, whether confidential or not, whether created by Franchisor or one (1)

or more of its franchisees, assigned hereunder to and owned by Franchisor and licensed for use by

Franchisee as part of the Franchised Business under this Agreement, including without limitation, the

Confidential Operations Manual.

1.1.3 “Call Center” means the call center operated by Franchisor or its designee which

will receive and distribute requests for Services via a toll-free telephone number and other methods, such

as e-mail.

1.1.4 “Designated Territory” means the exclusive territory granted to Franchisee

encompassing contiguous Zones as shown on Exhibit “A” hereto, as such Exhibit may be amended from

time to time.

1.1.5 “Franchised Business” means the System as licensed to the Franchisee

hereunder to use from within Franchisee’s Designated Territory.

1.1.6 “Know How” means Franchisor’s: (a) trade secrets and know-how, whether

existing now or created during the term of this Agreement by Franchisor and/or one (1) or more of its

franchisees (and assigned back to Franchisor), as conveyed to Franchisee, that relates to, inter alia,

Franchisor’s services and/or processes, marketing practices, and business methods, affairs, tools and

techniques, as well as including its client or prospective client lists and trade relationships including

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pricing information, which tends to give Franchisor and its network of franchisees a competitive edge

over others who provide the same or similar products or services in the field of junk removal and moving

services; (b) inventions that may be protected by the filing of U.S. patent applications under Title 35 of

the United States Code and/or foreign statutory counterparts; and (c) all unpublished or otherwise

confidential work that has been rendered and “work made for hire” protected under Title 17 of the United

States Code and other applicable foreign copyright statutes. Know How need not take the form of any

particular tangible medium of expression, but may also be found or contained in the form of records,

magnetic media, papers, photographs, catalogs, books, cassettes, videotapes, computer files, or stored or

fixed on computer hard or soft disks or diskettes.

1.1.7 “Proprietary Marks” means all the trademarks, service marks, logos, emblems,

and indicia of origin licensed to and used or contemplated to be used by Franchisor and/or one (1) or

more of its franchisees, including, but not limited to, the trade dress, the marks College Hunks Hauling

Junk®, The Junk Hunk® logo, Let Tomorrow’s Leaders Haul Your Junk Today!®, Have a Junk-Free

Day!®, Junk Free is the Way to Be!®, College Hunks Moving® and other such trade names, service

marks and trademarks as may be designated now or hereafter by the Franchisor.

1.1.8 “Proprietary Properties” means the Copyrights, Know How, Proprietary Marks

and Software.

1.1.9 “Services” means the provision of junk removal services (including picking up

unwanted items from residential or commercial clients and taking it to the appropriate landfill or transfer

station for appropriate disposal or recycling), moving services (including packing boxes for customers as

well as sales of boxes and packing materials) and any other services approved by Franchisor to be offered

by Franchisee to its clients. At this time, Services specifically exclude regular trash routes or hauling of

liquids, gases, or flammable or hazardous waste.

1.1.10 “Service Vehicle” means the truck with custom designed dump body Franchisee

is required to obtain by lease or purchase and maintain for use in the operation of the Franchised

Business, as well as any truck(s) to be used for the provision of moving services.

1.1.11 “Software” means the computer software (including all patches, modifications

and updates and including proprietary software designated by Franchisor) provided to the Franchisee

under this Agreement by which the Franchisee downloads and uploads information relevant to the

Franchised Business.

1.1.12 “Zone” means a specified area which is purchased by Franchisee and within

which the Franchised Business will be operated. A standard Zone will contain a population of between

two hundred fifty thousand (250,000) and four hundred thousand (400,000) persons, and a “small market”

Zone will contain a population of between four thousand (4,000) and two hundred forty-nine thousand

(249,000) persons.

ARTICLE II

GRANT OF FRANCHISE AND LICENSE

2.1 Subject to the provisions of this Agreement and all documents or other agreements

ancillary thereto (the “Agreement”):

2.1.1 Franchisor hereby grants to Franchisee, and Franchisee hereby accepts, the

franchise and license to operate a Franchised Business within the Designated Territory as shown on

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Exhibit “A” hereto, as such Exhibit may be modified from time to time, in accordance with Franchisor’s

specifications and subject to Franchisor’s approval. The Designated Territory, as described on Exhibit

“H” hereto, may be modified if Franchisee purchases additional Zones, or if Franchisee fails to meet the

minimum royalty fee requirement described in Section 8.2.2 below and Franchisor exercises its right to

reduce Franchisee’s Designated Territory as described in Section 8.2.3 below.

2.1.2 Franchisee agrees to use the Proprietary Properties solely for the Franchised

Business and for no other purpose.

2.1.3 If Franchisee elects to purchase the right to operate a College Hunks Hauling

Junk® business or a College Hunks Moving® business, but not both, then Franchisee understands and

acknowledges that in such event Franchisor shall have the right, to be exercised in its sole discretion, to

sell a franchise within Franchisee’s Designated Territory for the concept that Franchisee has elected to not

purchase. If Franchisee is in good standing under this Agreement, Franchisor will notify Franchisee of

the proposed sale of the other concept and Franchisee shall have ten (10) days after Franchisor’s notice to

purchase the other concept. If Franchisee does not, then Franchisor may sell the concept to the other

franchisee. If Franchisee is not in good standing under this Agreement, Franchisee will not be offered the

opportunity to purchase the other concept.

ARTICLE III

FRANCHISEE RESTRICTIONS AND FRANCHISOR’S RESERVED RIGHTS

3.1 Franchisee’s Restrictions

Franchisee’s activities are limited to offering and selling those Services permitted under the

System from the Designated Territory. Franchisee has been granted no right of ownership in and/or to

any part or all of the Proprietary Properties.

3.2 Rights Reserved to Franchisor

Franchisor reserves the right: (i) of ownership in, and control over the Proprietary Properties;

(ii) to grant additional franchises, whether similar or dissimilar to the franchise granted hereby, anywhere

it deems reasonably appropriate, subject to the limitations set forth below; (iii) to engage fully and freely

and without limitation in each and every aspect of the business of selling related services, products and

equipment; (iv) to offer to the public-at-large, separately, jointly or with others, all related services and/or

products of every type and kind; and (iv) to employ and exploit the Proprietary Marks, Copyrights, Know

How, and Software in connection therewith.

Franchisor (and any affiliates that Franchisor periodically might have) reserves the right:

(a) to establish and operate, and grant rights to other franchise owners to establish

and operate, Franchised Businesses or similar businesses at any locations outside of the Designated

Territory and on any terms and conditions Franchisor deems appropriate;

(b) to sell any junk removal, moving and related services identical or similar to, or

dissimilar from, those Franchisee’s Franchised Business sells, whether identified by the Proprietary

Marks or other trademarks or service marks through any distribution channels Franchisor thinks best

(including the Internet) located or operating inside or outside of the Designated Territory that do not use

the Propriety Marks;

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channels Franchisor thinks best (including, but not limited to, the Internet), located or operating outside of

the Designated Territory;

(d) to purchase or otherwise acquire the assets or controlling ownership of one (1) or

more businesses identical or similar to the Franchised Business (and/or enter into franchise, license,

and/or similar agreements for such businesses), some or all of which might be located within the

Designated Territory;

(e) to be acquired (regardless of the form of transaction) by a business identical or

similar to College Hunks Hauling Junk® or College Hunks Moving®, even if the other business operates,

franchises and/or licenses competitive businesses anywhere; provided, however, that in the event of a sale

or merger by Franchisor with a competitive franchise network, chain or other business, and if such sale or

merger would result in a competing business being located in Franchisee’s Designated Territory,

Franchisee shall have the option, to be exercised within thirty (30) days after notice from Franchisor

concerning such sale or merger, to request that Franchisor buy back the Franchised Business according to

the terms and conditions set forth in Article XXII below; and

(f) to engage in any other business activities not expressly prohibited by this

Agreement, anywhere.

3.3 National or Regional Account

Franchisor may develop a National or Regional Accounts program for the benefit of all

Franchised Businesses. A "National or Regional Account" means any client that has employees or offices

in two (2) or more locations and in more than one (1) Zone, or which qualifies for corporate pricing for

commercial services. The locations of some of the National or Regional Accounts may be in your Zone

and they may have locations in other Zones. Accordingly, regardless of any contrary provision of this

Agreement, the parties agree as follows:

(a) Territorial Rights: Franchisee agrees that Franchisor may solicit

customers located in Franchisee’s Zone, whether or not Franchisee currently provide services to them, in

order to develop them as National or Regional Account.

(b) Best Efforts: Franchisee must use its best efforts to perform services to

National or Regional Accounts located in its Zone on the terms and conditions specified in the program

for those National or Regional Accounts. These terms may vary from National or Regional Account to

National or Regional Account depending on the situations and circumstances.

perform services for any one or more of the National or Regional Accounts operating in its Zone. In

addition, Franchisee recognizes that some National or Regional Accounts, for whatever reason, may

decide that they do not want to do business with Franchisee. If that happens, Franchisor will cooperate

with Franchisee to the fullest extent Franchisor deems practicable to resolve the National or Regional

Account's concerns. However, if after Franchisor exercises what it believes to be reasonable efforts to

rectify the problem, the National or Regional Account continues to refuse to do business with Franchisee,

then Franchisee agrees that Franchisor or any other franchisee designated by the Franchisor may provide

services for that National or Regional Account in Franchisee’s Zone. Franchisee also agrees that

Franchisor or any franchisee designated by Franchisor may perform services for any National or Regional

Account located in Franchisee’s Zone for whom Franchise has declined to provide services. Neither

Franchisor nor any of its franchisees will be liable or obligated to pay Franchisee any compensation for

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doing so and neither Franchisor nor any of its franchisees will be considered in breach of any provision of

this agreement or any other agreement between the parties. Franchisee release Franchisor and such other

franchisees from any liability or obligation to Franchisee for providing services to such National or

Regional Accounts. Franchisor will indemnify, defend and hold Franchisee harmless from and against

any claims brought by a National or Regional Account arising out of its performance of services in

Franchisee’s Zone.

(d) Billing Reports and Forms: For purposes of coordinating efforts and

results of National or Regional Accounts, Franchisee must timely provide Franchisor with copies of all

reports, forms and notices relating to performing services for National or Regional Accounts that

Franchisor may specify from time to time. Franchisee also agrees to coordinate with Franchisor any

solicitations Franchisee conducts that may have potential for development as National or Regional

Accounts. A National or Regional Account may require Franchisee to conform to certain billing terms,

practices and formats. Franchisee recognizes that various National or Regional Accounts may require

billing and collection procedures that differ from those specified in this Agreement. Franchisee is

required to comply with any of the billing and collection procedures specified in Franchisor’s various

National or Regional Accounts. For example, Franchisor may require Franchisee to participate in a

centralized billing and collection procedure through which all billing for a National or Regional Account

will be conducted through a centralized billing service or through the National or Regional Account.

Accordingly, Franchisor may require that all contracts, invoices, and billings for products and services be

submitted to the National or Regional Account or any other centralized billing service which Franchisor

or the applicable National or Regional Account designates. If Franchisee receives any payments from any

National or Regional Account which requires centralized billing, Franchisee must immediately remit such

payments directly to the centralized billing service. National or Regional Account or third party

designated by Franchisor, without any deduction and endorse any checks payable to the entity which

Franchisor designates. When centralized billing is required by a National or Regional Account, the

Franchisor will retain the continuing royalty payment and any other fees due it and remit the remaining

balance to the Franchisee on a semi-monthly basis. Although the Franchisor will utilize commercially

reasonable efforts to collect amounts due from customers, Franchisee understands that it is also

responsible to assist in the collection efforts. Franchisor does not warrant or guarantee collection of

amounts due.

(e) Pricing: If Franchisee participates in the National or Regional Accounts

Program, Franchisee agrees not to charge greater fees for services and products which Franchisor

specifies as the maximum for such National or Regional Account. If the National or Regional Account

contracts directly with the Franchisor, then Franchisee will serve as subcontractor.

(f) Eligibility: Due to the need to ensure adherence to the System Standards

in performing services for National or Regional Accounts, Franchisee will not be eligible for assignment

of National or Regional Accounts unless it is in compliance with this Agreement.

3.4 Franchisee’s Right of First Refusal

If, during the term of this Agreement, a prospective franchisee wishes to purchase a Zone (or

portion thereof) that is contiguous to any Zone in Franchisee’s Designated Territory, Franchisor shall

offer Franchisee the opportunity to purchase such Zone (or portion thereof). Franchisee shall notify

Franchisor within five (5) days of such offer whether Franchisee will purchase the additional Zone, and

Franchisee must be able to complete the purchase within fifteen (15) days. Notwithstanding the

foregoing, Franchisor reserves the right to either not offer Franchisee such right of first refusal or to deny

Franchisee the opportunity to purchase the additional Zone if Franchisee does not meet Franchisor’s then-

current criteria for purchasing an additional Zone. In the event that such Zone is contiguous to two (2)

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separate franchisees’ territories, then the right of first refusal option described herein will be evaluated by

Franchisor on a case by case basis, and Franchisor will consider and give priority to the franchisee with

the higher Gross Sales, cash reserves and shareholders or members equity on its balance sheet, as well as

overall contribution to Franchisor’s brands.

ARTICLE IV

TERM AND RENEWAL

4.1 Term

The term of this Agreement shall be five (5) years commencing on the date hereof, unless sooner

terminated in accordance with the provisions of this Agreement (the “Initial Term”).

4.2 Renewal Term

If Franchisee shall have complied with the conditions for renewal set forth in Section 4.3 below,

Franchisee shall have the right, but not the obligation, to enter into a renewal Franchise Agreement for an

additional term of five (5) years (the “Renewal Term”). After the Renewal Term, any subsequent

renewals are governed by the renewal franchise agreement described in Section 4.4. below.

4.3 Requirements for Renewal

Franchisee’s right to enter into the Renewal Term is contingent upon Franchisee’s fulfillment of

the following conditions:

4.3.1 Upon Franchisee’s exercise of such right and at the commencement of any

Renewal Term, Franchisee shall have fully performed all of his/her obligations under the Agreement and

not failed to generate the revenue required to meet the minimum Continuing Royalty Fee due on three (3)

or more occasions during the final twelve (12) months of the Initial Term.

4.3.2 Franchisee, at the commencement of a Renewal Term, shall satisfy:

(i) Franchisor’s then-current standards applicable to the System; (ii) the requirements of the then-current

Franchise Agreement and all other agreements ancillary thereto; (iii) Franchisor’s training requirements,

including Franchisee’s demonstrable ability to perform all services which are part of the System at the

time of renewal; (iv) the training and other standards set forth in Franchisor’s then-current Confidential

Operations Manual (the “Manual”); and (v) Franchisor’s requests for disclosure of or access to

information requested by Franchisor to evaluate Franchisee’s ability to perform.

4.3.3 Franchisee shall not be in default of any provision of this Agreement or any other

agreement with Franchisor, its affiliates, subsidiaries, and designees, if any.

4.3.4 Franchisee shall have satisfied all monetary obligations to Franchisor, its

affiliates, subsidiaries, and designees, if any, and shall have materially met such obligations in a timely

and responsible manner throughout the Initial Term.

4.3.5 Franchisee and Franchisor shall have executed a mutual general release of any

and all present as well as future claims against the parties and their affiliates, subsidiaries, and designees,

if any, and their respective officers, directors, shareholders, agents, contractors, and employees, in their

corporate and individual capacities, arising out of or related to the Agreement.

4.3.6 Franchisee shall be in compliance with Franchisor’s then-current qualification

and training requirements as set forth in the Manual or elsewhere.

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4.3.7 Franchisee has paid to Franchisor a renewal fee equal to Two Thousand Five

Hundred Dollars ($2,500).

4.4 Renewal Franchise Agreement

If Franchisee wishes to exercise his/her right to enter into a renewal Franchise Agreement, it shall

do so by executing Franchisor’s then-current form of Franchise Agreement, which agreement shall

supersede this Agreement.

4.4.1 The terms of any renewal Franchise Agreement may differ from the terms of this

Agreement. Such differences may include, without limitation, a change in the percentage royalty fee

and/or minimum royalty fee imposed upon Franchisee for any such Renewal Term, however the fees

payable upon renewal will not be greater than the fees that Franchisor then imposes on similarly situated

renewing franchisees.

4.4.2 Franchisee shall exercise his/her right to renew for a Renewal Term in the

following manner:

(a) Not less than one hundred eighty (180) days, but no more than two

hundred forty (240) days prior to the expiration of the Initial Term, Franchisee shall, by written notice,

inform Franchisor of his/her intention to exercise his/her renewal right.

(b) Within thirty (30) days after receipt of Franchisee’s request, if

Franchisee has complied with all conditions precedent to renewal set forth above, Franchisor shall deliver

to Franchisee a copy of its then-current Disclosure Document (including its then-current Franchise

Agreement), and promptly upon the receipt of same Franchisee shall, in writing, acknowledge the receipt

thereof.

after Franchisee receives Franchisor’s then-current Disclosure Document (including Franchisor’s then-

current Franchise Agreement), Franchisee shall, by written notice, notify Franchisor as to whether or not

he/she elects to execute Franchisor’s then-current form of Franchise Agreement.

(d) Promptly upon receipt of Franchisee’s notice of his/her election to

execute Franchisor’s then-current Franchise Agreement, Franchisor shall deliver to Franchisee three (3)

copies of said Franchise Agreement. Promptly upon receipt thereof Franchisee shall execute three (3)

copies of said Franchise Agreement and return the same to Franchisor.

(e) If Franchisee shall fail to perform any of the acts or fail to deliver any of

the notices required pursuant to the provisions of subsections (a), (b), (c) or (d) of this Section 4.4.2, or

pursuant to the provisions of Section 4.3, in a timely fashion, such failure shall be deemed an election by

Franchisee not to renew, and such failure shall cause Franchisee’s renewal right to expire without further

notice or action by Franchisor.

(f) If Franchisee exercises his/her renewal right in the manner described

above, and if on the date the Initial Term expires Franchisee has complied with all of the conditions set

forth in Section 4.3 hereof, Franchisor shall execute the renewal Franchise Agreement previously

executed by Franchisee and shall, promptly after expiration of the Initial Term, deliver one (1) fully

executed copy of the renewal Franchise Agreement to Franchisee.

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4.5 Notice Requirement

If applicable law requires that Franchisor give notice of expiration to Franchisee prior to the

expiration of the Initial Term, this Agreement shall be deemed to remain in effect on a month-to-month

basis until Franchisor has given to Franchisee that notice of expiration so required and the applicable

period required to pass before the notice becomes effective shall have expired.

4.6 Refusal to Renew Franchise Agreement

Franchisor can refuse to renew Franchisee’s franchise if Franchisee’s lease, sublease or other

document by which Franchisee has the right to occupy the premises is not extended before the Renewal

Term is to take effect to cover the period of the renewal or if Franchisee does not have a written

commitment from his/her landlord to renew the lease or sublease for a period at least equal to the

Renewal Term. Franchisor may also refuse to renew Franchisee’s franchise under other circumstances,

including, but not limited to, Franchisee’s failure to substantially comply with the terms of this

Agreement, Franchisee’s failure to pay amounts owed to Franchisor when due, or Franchisee’s failure to

cure of any defaults incurred during the initial term of this Agreement, if applicable.

ARTICLE V

DUTIES OF FRANCHISOR

5.1 Confidential Operations Manual and Intranet

5.1.1 Franchisor shall, in conjunction with Franchisor’s training program and in

conformity with the terms and conditions of this Agreement, provide to Franchisee one (1) copy of

Franchisor’s Confidential Operations Manual (the “Manual”). Use of any part or all of the Manual shall

be only as permitted under this Agreement and during the term thereof, as may be extended from time to

time.

5.1.2 At Franchisor’s option, Franchisor may post the Manual and other

communications on a restricted intranet or other website to which Franchisee will have access. If

Franchisee does so, Franchisee must periodically monitor the site for any updates to the Manual or other

standards, specifications and procedures. Any passwords or other digital identifications necessary to

access the Manual on such a site will be deemed to be part of the Confidential Information. Further,

Franchisee agrees that he/she will establish the channels of communication with Franchisor and his/her

clients as required by Franchisor from time to time, including e-mail, internet and other electronic forms

of communication, and that he/she will acquire and maintain any computer or other components

necessary for the transmission of such communications.

5.1.3 Franchisor must establish one or more websites to advertise, market and promote

Franchised Businesses, the services they offer and sell, and/or the Franchised Business franchise

opportunity. When Franchisor establishes such a website, Franchisor will designate a web page within

the website for each Franchised Business. Franchisor will implement and periodically modify standards

for any such website and individual web pages. Franchisee will not establish a website for his/her

Franchised Business, other than the web page(s) designated to describe Franchisee’s Franchised Business

which are located within Franchisor’s website.

5.2 Additional Materials

In addition to any other items offered to Franchisee, Franchisor may from time to time furnish to

Franchisee other documents and things comprising Copyrights or Know How, including instructions,

data, materials, forms or other information developed by Franchisor in connection with the operation of

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the System. Franchisor shall have the right to incorporate such matters in its Manual and Franchisee shall

be required to conduct the operations of the Franchised Business in accordance therewith.

5.3 Initial Training

With respect to new franchisees (and not renewal franchisees), within thirty (30) days after the

execution of this Agreement, Franchisor will offer and Franchisee will thereafter be required to complete

a training program (the “Training Program”) of between five (5) and fifteen (15) days at Franchisor’s

“Hunk University” in Tampa, Florida, or at such location(s) as Franchisor shall designate. Such training

program will include training regarding operational, management and marketing training pertaining to the

System. The Training Program will be offered to Franchisee and one of Franchisee’s employees only, for

a maximum of two (2) people. If the Franchisee is a corporation, limited liability company or a

partnership, its duty to complete the Training Program shall be discharged by the completion of such

Training Program by any shareholder owning at least fifty (50%) percent of the issued and outstanding

shares of said corporation, or the chief executive officer thereof, or, in the case of a limited liability

company or partnership, by any holder of at least fifty (50%) percent of the limited liability company’s or

partnership’s equity. In addition, Franchisor may elect to provide up to three (3) days of additional

training at Franchisee’s Approved Location within the first three (3) months of operations of Franchisee’s

Franchised Business, and from time to time as Franchisor deems necessary.

5.3.1 Franchisor will pay no compensation for any services performed by Franchisee in

the course of training. Franchisee shall pay all reasonable expenses incurred in connection with and

during such training, including, but not limited to, transportation, meals, lodging, wages and other

expenses.

5.3.2 Franchisor reserves the right to determine the subject matter and content of its

Training Program.

5.3.3 Franchisor reserves the right to elect or decline to train any number of individuals

representing any number of franchises individually, or at the same time.

5.3.4 In the event of a valid and complete assignment of the Franchised Business by

Franchisee to a third party (as provided for hereafter), Franchisor shall train such third party designated

by it in the same manner and under the same circumstances as those described above, except that the new

franchisee must pay to Franchisor its then-current training fee for each individual required or designated

to be trained (in addition to any fees or other requirements attendant to the assignment).

5.3.5 In the event Franchisee hires any personnel to sell Services pursuant to the

requirements of this Agreement and the specifications set forth in the Manual, Franchisee shall be solely

responsible for training said personnel; however, Franchisor reserves the right to review such training to

ensure that Franchisee’s personnel are trained to Franchisor’s satisfaction. For any manager or

replacement manager hired by Franchisee during the term of this Agreement, Franchisor may require that

such manager be sent to Franchisor’s Training Program to be trained directly by Franchisor and its

personnel. All costs associated with sending the manager to the Training Program, including the costs of

the program itself, shall be borne by Franchisee. The manager must complete the Training Program to

Franchisor’s satisfaction. Before any manager may begin to act in a management role in Franchisee’s

Franchised business, the manager must be reviewed and approved by Franchisor.

5.3.6 Franchisor may waive the training requirements of any personnel if it shall

determine, in its sole discretion, that any such personnel has the skill, experience and/or training

necessary to operate in accordance with the System.

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5.4 Additional Assistance and Training

Franchisor shall provide such additional advisory assistance and training as Franchisor deems

advisable in the operation of the System, on such terms and conditions as Franchisor determines and sets

forth in its Manual or otherwise. Franchisor may, in its sole and exclusive discretion, cause its

representatives to telephone or visit Franchisee from time to time for the purpose of rendering advice and

consultation with respect to the operation of the Franchised Business, assessing Franchisee’s overall

performance and determining whether Franchisee is conducting the Franchised Business in compliance

with the standards of the System. Franchisee shall comply with all such requests and visitations, and

provide all information requested.

If Franchisee requests additional training, Franchisee shall reimburse Franchisor for its costs in

providing such training. Franchisor will determine the cost on a per person basis based upon the

instructor’s fee and the travel, lodging, food and materials costs associated with the training topic.

5.5 Enrichment Training

Franchisor reserves the right to require Franchisee to participate in a form of enrichment training

if the Franchised Business is not performing satisfactorily. Franchisee’s participation in enrichment

training shall be at Franchisee’s sole expense. Enrichment training may include, but is not limited to, that

(1) Franchisee must attend additional training at Franchisor’s headquarters, (2) Franchisor may send one

(1) of its trainers to the Franchised Business to provide additional training on-site, (3) Franchisor may

require Franchisee to visit another Franchised Business for additional training and/or to observe its

operations, and/or (4) Franchisor may require Franchisee to participate in periodic conference calls.

Franchisee’s Franchised Business will be deemed to not be performing satisfactorily if (a) it is not

meeting the required minimum performance standards, including generating sufficient Gross Sales to

meet the minimum Continuing Royalty Fee required herein, (b) the Franchised Business has suffered

negative growth for six (6) or more consecutive months, (c) Franchisee has excessive reporting problems

(including failure to comply with Franchisor’s reporting procedures and/or late reporting for two (2) or

more consecutive periods), (d) Franchisee has incurred a high level of damages or customer complaints,

or (e) Franchisee is not responding to calls according to Franchisor’s requirements (including calls from

Franchisor, the Call Center and customers). Unsatisfactory performance of the Franchised Business is a

default under this Agreement.

Franchisor shall provide Franchisee with notice that the Franchised Business is not performing

satisfactorily, the nature of the default and the actions Franchisee must take to cure the default.

Franchisee shall have three (3) months to complete the curative actions Franchisor designates and bring

the Franchised Business up to Franchisor’s performance requirements. If Franchisee is unable to do so

within this three (3) month period, Franchisor shall have the right to terminate this Agreement.

5.6 Annual Convention

On an annual basis and at Franchisor’s discretion, at Franchisee’s cost and expense (including

Franchisor’s then-current annual convention fee, currently estimated to be Three Hundred Dollars ($300)

per person), Franchisee or one (1) member of Franchisee’s staff is required to attend Franchisor’s annual

convention at a location determined by the Franchisor. Attendance at this convention is required, unless

failure to attend is due to an illness or act of God. If Franchisee does not attend a convention, and such

attendance is not excused by Franchisor, Franchisee shall pay to Franchisor a missed convention fee in

the amount of Five Hundred Dollars ($500). If Franchisee has an unexcused absence from a required

convention a second time, Franchisor shall have the right to terminate this Agreement. If Franchisee fails

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to attend a convention at least once during the term of this Agreement, Franchisor shall have the right to

not grant a renewal of this Agreement.

5.7 Approved Suppliers

Franchisor shall, at all times during the term of this Agreement, provide information pertaining to

sources of supply of any products or materials which may be used in the System.

5.8 Software

Franchisor or a third party will license to Franchisee the Software, as may be made available from

time to time and made part of the System. In connection therewith, Franchisee may be required to

execute a software license agreement provided by the third party vendor and such other license

agreements which may be applicable to additional or revised software used in the System, and shall be

required to pay any initial licensing fees. Franchisee shall not be required to pay a separate fee related to

upgrades or maintenance of the Software. Any and all warranties for such Software shall be provided by

the third party vendor and not by the Franchisor.

5.8.1 In addition to the training to be provided by Franchisor, during the term of this

Agreement, at an additional charge to Franchisee, Franchisor or its designee will provide to Franchisee at

Franchisee’s request such amount of technical advice on the use of the Software in addition to the

Training Program as Franchisor, in its sole discretion, determines to be reasonably necessary.

5.9 Computer Hardware

Franchisor shall specify the particular computer hardware and peripheral equipment which

Franchisee must purchase or lease.

5.10 Pricing

Franchisor shall advise Franchisee, from time to time, concerning the maximum prices which

Franchisee should charge the clients he/she provide Services to under the System. The maximum prices

provided by Franchisor may be different from those pricing guidelines provided to other franchisees in

the System. Any such advice, if given at all, will be binding on Franchisee, since the purpose of

providing such advice is to enhance interbrand competition and would provide certain economic benefits

to Franchisee’s clients. Franchisor will provide Franchisee with written notice of all changes to suggested

prices (including any temporary promotional changes) and such changes shall be effective upon receipt,

unless otherwise stated in the notice. Nothing contained herein shall be deemed a representation by

Franchisor that if Franchisee follows such advice he/she will, in fact, generate or optimize profits.

Franchisee is obligated to inform Franchisor of all prices charged for services and products sold by

Franchisee and to inform Franchisor of any modifications of Franchisee’s prices.

5.11 Brand Development Fund

Franchisor shall administer the Brand Development Fund as is more fully described in Section

11.2 hereof.

5.12 Force Majeure

Delays in the performance by either party or its designee of any obligations hereunder which are

not the fault of or within the reasonable control of such party including, without limitation, fire, flood,

natural disasters, acts of God, governmental acts or orders, or civil disorders, shall not give rise to a

default by such party hereunder. Rather the time of performance of any such obligations will be extended

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for the period of such delay or for such other reasonable period of time as may be appropriate in the

circumstances.

5.13 Intranet

Franchisor may produce and distribute communications to its franchisees via its intranet system

and all franchisees must subscribe to this intranet service. To access Franchisor’s intranet, Franchisee

will be provided with a password. This password is to be considered confidential information and is to be

revealed only to those of Franchisee’s employees who must have access to the intranet. In the event

Franchisee loses the password or the password is otherwise compromised, Franchisee shall notify

Franchisor of such event as soon as practicable, and Franchisor will take steps necessary to provide

Franchisee with a new password for access to the intranet.

5.14 Call Center

Franchisor or its designee will own, operate and maintain a national Call Center, which will

operate for the benefit of all franchisees in the System and which Franchisee must use. The Call Center

will derive the majority of Franchisee’s appointments from its advertising and networking. The Call

Center will use its best efforts to maintain a staff sufficient to generate and drive business to its

franchisees. Franchisee shall be required to pay applicable Call Center Administration Fees. Franchisor

reserves the right to discontinue operation of the Call Center and, in such event, the Call Center

Administration Fee shall no longer apply.

5.14.1 All business generated by Franchisee within his/her Designated Territory and all

inquiries made of Franchisee from potential clients must be recorded in the required client loyalty

Software not later than the end of the royalty reporting period in which such business was generated or

inquiry was made. In addition, Franchisee shall provide such information to the Call Center not later than

the end of such reporting period for scheduling, tracking and follow-up with the client, including client

inquiries received via the Franchisor’s “800” number and/or website as well as inquiries and requests for

service provided to Franchisee directly.

5.14.2 Franchisee acknowledges and agrees that the Call Center is intended to provide a

uniform process for placement of orders for Services and handling of clients throughout the System, and

to maintain a complete client database which provides management reports to franchisees. Franchisor

undertakes no obligation to ensure that any particular franchisee (including Franchisee) benefits on a pro-

rata basis from the Call Center.

5.15 Refresher Training

To develop and maintain cooperation and friendship with other franchisees, to enhance the ability

to operate the Franchised Business properly, to learn the most recent developments in business methods

for the Franchised Business and to take instructions from Franchisor on new or revised procedures or

requirements, Franchisor reserves the right to require Franchisee to attend an annual refresher training

course conducted by Franchisor for franchisees, to be held at a location to be determined by Franchisor.

5.15.1 Franchisee will pay the costs of the personnel and their expenses in conducting

such refresher training program, and Franchisee shall be responsible for his/her own travel expenses,

meals and lodging, including those of his/her Manager(s), if any. However, Franchisor shall be under no

obligation to conduct such program until, in Franchisor’s sole and absolute discretion, it is advisable to do

so.

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5.15.2 Franchisee’s Manager(s), if any, must attend and complete, at Franchisee’s

expense, all training sessions described herein, in addition to Franchisee and to the same extent as

Franchisee.

5.16 Franchisee Directory

To assist in the efficient operation of the Franchised Business, Franchisor shall provide and

Franchisee shall assist Franchisor in the continuous development and maintenance of the following

directory for use solely within the System:

5.16.1 Franchisee Directory

. To assist Franchisee in maintaining contact with other

franchisees, Franchisor shall publish, from time to time, a directory of the names, addresses and telephone

numbers of every franchisee in the System. We reserve the right to post such directory on our intranet.

5.17 Service Requests

In the event Franchisor receives any service requests via its website, or by other means, which are

from potential clients who are physically located within the Designated Territory of any franchisee,

Franchisor shall direct such orders to any of the franchisees owning such Designated Territory. If

Franchisee is unable to complete such request for service for the client, Franchisor shall have the right to

fulfill such order itself or direct same to another franchisee, without compensating Franchisee for his/her

failed efforts.

5.17.1 Franchisee shall be prohibited from directly soliciting or serving clients outside

of the Designated Territory. If the Call Center receives a request for Services from a client within an

unassigned Zone, but said Zone is within a radius of fifteen (15) miles from Franchisee’s Designated

Territory, the Franchisor may require Franchisee to provide the Services to said client and to pay the fee

referenced in Section 8.5. If the client is outside the fifteen (15) mile radius of Franchisee’s Designated

Territory, Franchisee shall have the option whether or not to provide Services to said client.

5.18 Supply Manual

Franchisor will publish and distribute from time to time a supply manual suggesting sources of

supply for forms, signs, cards, stationery and other items necessary to operate a modern junk removal or

moving business. The suggested source of supply for items may be Franchisor, an affiliate of Franchisor

or an independent supplier. Franchisee may purchase supplies either from a source of supply suggested

by Franchisor or from any other supplier which can first demonstrate to the satisfaction of Franchisor that

its products or services meet the specifications established from time to time by Franchisor.

5.19 Artwork and Templates

Franchisor will provide Franchisee initially and periodically throughout the term of this

Agreement with electronic artwork and templates for various documents Franchisee will use in the

operation of the Franchised Business and for advertising purposes. Franchisor reserves the right to

require Franchisee to reimburse Franchisor’s expenses to provide the artwork and templates to

Franchisee.

5.20 Call Center Fund

Franchisor shall administer the Customer Loyalty Center Fund (the “Center Fund”) as follows:

5.20.1 Franchisor shall segregate all contributions made by franchisees to the Center

Fund into a separate account. All monies in the Center Fund shall be used for administrative costs related

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to the Call Center (including but not limited to staffing and equipment purchases), maintenance and

upgrade fees for the Software, and maintenance fees for Franchisor’s intranet. Franchisor shall have sole

and absolute discretion over the use of the monies in the Center Fund as well as all aspects of operating

the Call Center. The Center Fund shall not be used to defray any of Franchisor’s general operating costs,

except that Franchisor may allocate a portion of salaries for Call Center staff to the Center Fund, as well

as other costs Franchisor may incur related to the administration of the Center Fund.

5.20.2 Franchisor shall provide Franchisee each year with an unaudited financial

statement showing the use of monies in the Center Fund and the balance of the Center Fund at year end.

5.20.3 In the event the balance at year end in the Center Fund is in excess of

expenditures, Franchisor reserves the right, in its sole discretion, to retain the monies in the Center Fund

for the next year or to allocate some of the excess monies to the Regional Advertising Fund.

5.20.4 Except as may be otherwise provided in this Agreement, Franchisor assumes no

direct or indirect liability or obligation to Franchisee with respect to the maintenance, direction or

administration of the Call Center or the Center Fund. Franchisee is not a third party beneficiary and shall

have no right to enforce any contributions from other franchisees or the administration of the Center

Fund. Any obligation of Franchisor with respect to the Center Fund shall be contractual in nature, and

Franchisee shall have no proprietary right in the Center Fund, which shall not constitute a trust fund.

5.21 Assistance with Dispute Resolution

If Franchisor becomes aware of a dispute between Franchisee and one (1) or more third parties

relating to the Franchised Business, Franchisor may take one (1) or more of the following actions.

5.21.1 Franchisor may take no action other than to instruct Franchisee to resolve the

dispute in a manner that will not cause injury to the College Hunks Hauling Junk® and/or College Hunks

Moving® brands, System or Proprietary Marks, or the goodwill associated therewith.

5.21.2 Franchisor may assist Franchisee and such third parties to resolve the dispute if

Franchisor believes that its assistance will constructively resolve such dispute.

5.21.3 If Franchisor believes that the dispute cannot or will not be resolved and that the

dispute will or may damage the College Hunks Hauling Junk® and/or College Hunks Moving® brands,

System, Proprietary Marks and/or the goodwill associated therewith, or if Franchisee has not been able to

resolve such dispute and Franchisor must resolve the dispute on Franchisee’s behalf, Franchisor may,

with advance written notice to Franchisee, resolve the dispute directly with the third party by paying any

damages alleged and supported by documentary evidence by the third party, including without limitation

attorneys’ fees, and Franchisee agrees to indemnify Franchisor for any such action taken or payment

made. Franchisee shall reimburse all costs Franchisor incurs related to this settlement, which Franchisee

agrees to pay within fourteen (14) days after notice of demand therefor. Franchisor may, but is not

obligated to, consult with a designated franchisee group and request that such group provide an opinion

regarding resolution of the dispute based upon the facts of the dispute. Franchisor is not obligated to

comply with any opinion propounded by such group.. In providing the advisory group with facts related

to the dispute, Franchisor shall use its best efforts to keep confidential all information relating to the

identities of the disputants.

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ARTICLE VI

CONFIDENTIAL OPERATIONS MANUAL

6.1 Conduct of Franchised Business

In order to protect the reputation and goodwill of the Franchisor, the System, and Proprietary

Properties, and to maintain requisite operating standards under the Proprietary Marks, Franchisee shall

conduct his or her Franchised Business in strict accordance with the provisions, standards, and procedures

set forth in this Agreement and in the Manual.

6.2 Confidential Information

Franchisee shall at all times treat the Manual, any other manuals created for or approved for use

in the operation of the Franchised Business, and the information contained therein as confidential Know

How, and shall use all efforts to maintain such information as secret and confidential in accordance with

the terms and conditions governing Know How and Copyrights, including, without limitation, the

following: Franchisee shall not, at any time, without the Franchisor’s prior written consent, copy,

duplicate, record, or otherwise reproduce the foregoing materials, in whole or in part, nor otherwise make

the same available to any unauthorized person. The persons who are authorized shall include

Franchisee’s management personnel who have executed the Employee Non-competition and Non-

disclosure Agreement, annexed hereto as Exhibit “B.”

6.3 Sole Property of Franchisor

The Manual shall at all times remain the sole property of the Franchisor, and shall be returned to

the Franchisor immediately upon expiration or termination of this Agreement.

6.4 Revisions

The Franchisor may, from time to time, revise the contents of the Manual when it reasonably

considers such revisions to be necessary to improve or maintain the standards of the System and

Franchisee expressly agrees to comply with each new or changed standard, provided, however, that such

revisions are made for all franchisees and are reasonable in nature. Any revisions to the contents of the

Manual shall be deemed effective seven (7) days after the date of mailing or providing same

electronically of such revisions to Franchisee, unless otherwise specified by the Franchisor.

Franchisee acknowledges the contents of the Manual and any revisions or modifications made

thereto shall constitute additional provisions of and modifications to this Agreement as if fully set forth

herein.

6.5 Franchisee to Keep Current

Franchisee shall at all times ensure that his/her copy of the Manual, if such Manual is provided to

you in hard copy format, is kept current and up to date, and in the event of any dispute as to the contents

of the Manual, the terms of the master copy of the Manual maintained by the Franchisor at its home office

shall be controlling.

6.6 Modification of Standards

Franchisor and Franchisee acknowledge there may be circumstances that require the Franchisee

to modify the implementation of the standards and guidelines set forth in the Manual. The Franchisor and

Franchisee recognize the Manual is an operational guideline for conducting the Franchisee’s business

operations and, although the Franchisee shall use his/her best efforts to faithfully follow the standards and

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guidelines set forth in the Manual, the Franchisor shall be permitted to modify the operational standards

and guidelines so that Franchisee’s business is best served.

6.7 Improvements

To the extent that any improvements, inventions or discoveries are made by Franchisee, or

Franchisee’s employees or agents, during the course of this Agreement and relating to the Proprietary

Properties or System (“improvements”), such improvements shall be deemed assigned to and owned by

Franchisor for the purpose of improving the entirety of the franchised network and the provision of

services in accordance with the System. All documents and other information concerning any such

improvements shall be disclosed to Franchisor promptly after creation or invention. Franchisor shall, in

its sole discretion, decide whether such improvements are worthy of inclusion in the System and the best

and most practical method of implementation and protection. Franchisee shall execute all documents

reasonably necessary to perfect Franchisor’s ownership in and to any such improvements and shall

cooperate with Franchisor in the creation, implementation, use and protection thereof.

ARTICLE VII

PROPRIETARY MARKS, TRADE NAMES AND COPYRIGHTED MATERIALS

7.1 License

The license granted in Section 2.1 hereof does not grant Franchisee any right, title or interest, at

law or in equity, in or to any of the Proprietary Properties, including the Proprietary Marks, Copyrights,

and Know How, except as provided by said license. Further, such license applies only to those portions

of the Proprietary Properties which have been, or may be, designated in writing by Franchisor for use by

Franchisee in conjunction with the operation of the Franchised Business. Franchisee shall not represent

to others, or conduct himself/herself in any manner that might indicate to others, that he/she possesses any

other legal or equitable rights in or to the Proprietary Properties by virtue of the license granted

hereunder. Execution of this Agreement by Franchisee shall further set forth Franchisee’s consent that

the Proprietary Marks, Copyrights and Know How are valid and enforceable (without defense or

recourse). Franchisee represents and warrants that he/she will not attack the validity or enforceability of

any of the Proprietary Properties, or assist another in any such attack, during the course of this Agreement

or thereafter. The terms of this paragraph shall survive termination or expiration of this Agreement for

any reason, in addition to any of the other remedies or survival provisions otherwise contained herein.

7.2 Quality Standards

Franchisee agrees that the nature and quality of: all services rendered by Franchisee in

connection with Franchisor’s Proprietary Marks; all goods sold by Franchisee under Franchisor’s

Proprietary Marks; and all related advertising, promotional and other related use of Franchisee’s

Proprietary Marks by Franchisee shall conform to standards set by and be under the control of Franchisor.

7.3 Quality Maintenance

Franchisee agrees to cooperate with Franchisor in facilitating Franchisor’s control of the nature

and quality of Franchisor’s Proprietary Marks, to permit reasonable inspection of Franchisee’s operation,

and to supply Franchisor with specimen of all uses of Franchisee’s Proprietary Marks upon request.

Franchisee shall comply with all applicable laws and regulations and obtain all appropriate government

approvals pertaining to the sale, distribution and advertising of services and goods which may be covered

by this Agreement.

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7.4 No Act in Derogation

Franchisee shall not do or permit any act in derogation of any of the rights of Franchisor to its

Proprietary Properties.

7.5 No Dispute

Franchisee shall not contest or dispute Franchisor’s title to any part or all of the Proprietary

Properties.

7.6 Use of Proprietary Properties

Franchisee shall use the Proprietary Properties solely in accordance with this Agreement and the

Manual.

7.6.1 Franchisee agrees to use Franchisor’s Proprietary Marks only in the form and

manner and with appropriate legends as prescribed from time to time by Franchisor, and not to use any

other service marks or trademark in combination with any of Franchisor’s Proprietary Marks without

prior written approval of Franchisor.

7.7 Identification of Franchisee

Franchisee shall not use the Proprietary Properties, or any words, phrases, symbols, trade dress,

colors, logos or materials which Franchisor deems confusingly similar thereto, in his/her trade name (or

for any other purpose) without Franchisor’s prior written approval. In that connection, Franchisee shall

identify himself/herself to the public as doing business as College Hunks Moving® and/or College

Hunks Moving® as designated in the opening paragraph of this Agreement.

7.7.1 During the term of this Agreement and any renewal or extension hereof,

Franchisee shall identify himself/herself as the independent owner of the Franchised Business in

conjunction with any use of the Proprietary Marks, including, but not limited to, on invoices, order forms,

receipts, business stationery, contracts with all third parties or entities, as well as the display of such

notices in such content and form and at such conspicuous locations as Franchisor may designate in

writing.

7.8 Discontinuance of Use

In addition to all post-termination provisions contained in this Agreement, Franchisee agrees that

after the expiration or termination of this Agreement, Franchisee shall discontinue the use of the cellular

telephone number(s) of the Franchised Business and shall not advertise in any telephone directory under

the names College Hunks Moving® or College Hunks Moving® or any other name, phrase or logo used

by the System, discontinue use of any or all of the Proprietary Properties, and not use any words, phrases,

logos, designs, colors, trade dress or the like that in any manner may cause client confusion, or resemble,

be confusingly similar to, or be a colorable imitation of the Proprietary Properties. Additionally, upon

demand of the Franchisor, Franchisee shall direct his/her local telephone company to transfer such

telephone number(s) to Franchisor or its designee by utilization of the Conditional Assignment of

Telephone Numbers and Listings and Internet Addresses to be executed by Franchisee, the form of which

is annexed hereto as Exhibit “C.” If Franchisee fails promptly to direct his/her telephone company to

effect such transfer, Franchisee hereby irrevocably appoints Franchisor as his/her attorney-in-fact to so

act.

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7.9 Franchisor to Defend

If Franchisee receives notice of or learns of any actual or potential claim, suit or demand that has

been or may be asserted against him/her or Franchisor involving any alleged infringement, unfair

competition, or similar matter relating to the use of the Proprietary Properties, Franchisee shall promptly

notify Franchisor of any such actual or potential claim, suit or demand. Thereupon, Franchisor shall

promptly take such action as it may deem necessary in its sole discretion to address any such claim.

Franchisor shall have the sole right to defend compromise or settle any such claim, using attorneys of its

own choosing, and Franchisee agrees to cooperate fully with Franchisor in connection with the defense of

any such claim. Franchisor shall protect, defend and indemnify Franchisee in connection with such claim

unless the claim, suit or demand arises out of or relates to Franchisee’s use of the Proprietary Properties in

violation of this Agreement, the Manual or otherwise.

7.10 Notification of Infringement

If Franchisee learns of any unauthorized use of the Proprietary Properties, Franchisee shall

promptly notify Franchisor of the facts relating to such alleged infringing use. Franchisor shall, in its

discretion, determine whether or not to take any action with respect to such information. Franchisee shall

have no right to take any action with respect to any unauthorized use of the Proprietary Properties without

the prior written consent of Franchisor.

7.10.1 Franchisee agrees to notify Franchisor of any unauthorized use of Franchisor’s

Proprietary Marks by others promptly as it comes to Franchisee’s attention. Franchisor shall have the

sole right and discretion to bring infringement or unfair competition proceedings involving Franchisor’s

Proprietary Marks.

7.11 Limited License

Franchisee understands and agrees that the limited license to use the Proprietary Properties

granted hereby applies only to such properties as are designated by Franchisor, together with those which

may hereafter be designated by Franchisor in writing. Franchisee expressly understands and agrees that

he/she is bound not to represent in any manner that he/she has acquired any ownership or equitable rights

in any of the Proprietary Properties by virtue of the limited license granted hereunder, or by virtue of

Franchisee’s use or creation of any of the Proprietary Properties, or upon any other basis.

7.11.1 If it becomes advisable at any time, in the discretion of Franchisor, to modify or

discontinue use of any aspect of the Proprietary Properties and/or to adopt or use one or more additional

or substitute items, then Franchisee shall be obligated to comply with any such instruction by Franchisor.

will not be liable to Franchisee for any expenses, losses or damages sustained by Franchisee as a result of

any such addition, modification, substitution or discontinuation, and Franchisee covenants not to

commence or join in any litigation or other proceeding against Franchisor for any of these expenses,

losses or damages.

ARTICLE VIII

PAYMENTS TO FRANCHISOR

8.1 Initial Franchise Fee

Initial Franchise Fee – Standard Zone. Upon execution of this Agreement and to initiate the

franchise rights conveyed hereunder, Franchisee shall pay to Franchisor an Initial Franchise Fee of

___________________________ Dollars ($_____________). If Franchisee is purchasing a standard

Zone and either the College Hunks Hauling Junk® or the College Hunks Moving® concept (but not

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both), the Initial Franchise Fee payable hereunder is Forty Thousand Dollars ($40,000). If Franchisee is

purchasing both the College Hunks Hauling Junk® and the College Hunks Moving® concepts, then the

Initial Franchise Fee payable hereunder is Fifty Thousand Dollars ($50,000). If Franchisee is a qualified

United States veteran, and provided that Franchisee shall at all times own a minimum of fifty-one percent

(51%) of the Franchised Business, Franchisor shall reduce the Initial Franchise Fee by Five Thousand

Dollars ($5,000).

Initial Franchise Fee – Small Market Zone. Franchisee may elect to purchase a small market

Zone, in which event the Initial Franchise Fee payable hereunder will be calculated as Ten Cents (10¢)

per person in the Zone; provided, however, that in no event shall the Designated Territory include less

than five thousand (5,000) people and provided, further, that the Franchisor has the right to require

Franchisee to purchase a larger number of qualified households for the Zone if Franchisor believes, using

its reasonable business judgment, that the population is insufficient to sustain a reasonable volume of

business. In addition, Franchisee may choose to purchase additional areas at the same rate (designated by

zip code) if these areas are available.

Initial Franchise Fee – Conversion Franchise. If Franchisee is currently in a similar business

and wishes to convert his/her existing business to a Franchised Business, Franchisee shall pay an Initial

Franchise Fee in the amount of ________ Dollars ($_____). The Initial Franchise Fee Franchisee shall

pay hereunder is calculated as the then-current Initial Franchise Fee of Forty Thousand Dollars ($40,000)

less ten percent (10%) of Franchisee’s total revenue from your existing business in the previous year;

provided, however, that in no event shall such discount exceed Thirty Thousand Dollars ($30,000),

making the minimum Initial Franchise Fee Ten Thousand Dollars ($10,000).

The Initial Franchise Fee (less any amount credited by any deposit heretofore paid by Franchisee

to Franchisor), regardless of which type of franchise or number of Zones purchased (as described below),

is payable in a lump sum upon execution of this Agreement, is not refundable in whole or in part and is

deemed fully earned upon execution of this Agreement. The Initial Franchise Fee is, in part,

compensation to grant Franchisee a Zone within which to operate his/her Franchised Business, which

Zone will be Franchisee’s Designated Territory.

8.1.1 In the event Franchisee wishes to purchase additional Zones, such Zones must be

contiguous to Franchisee’s Designated Territory and Franchisee must meet Franchisor’s then-current

qualifications for franchisees who wish to own multiple Zones. Franchisor reserves the right to deny the

sale of an additional Zone to Franchisee. Franchisor does not guarantee the success of any Zone, and

Franchisor will not reserve a Zone for future purchase. Franchisee will be required to operate at least 1

office per 4 Zones that it owns and to sign a separate Franchise Agreement for Each Office. The

Franchisee must reach a minimum of $20,000 revenue per month per owned Zone and have at least

$40,000 in available capital or financing before it will be permitted to purchase additional Zones.

8.1.2 If Franchisee elects to purchase additional standard size Zones at the same time

as this Agreement is executed, then the cost for each additional Zone shall be Fifteen Thousand Dollars

($15,000), which is payable in a lump sum to Franchisor and is not refundable. If Franchisee elects to

purchase additional Zones after this Agreement is executed and while the Franchised Business is being

operated, then the cost for each additional Zone shall be Twenty-two Thousand Dollars ($22,000) or

Franchisor’s then-current additional Zone fee, whichever is higher, for each additional Zone Franchisee

purchases. The additional Zone fee(s) shall be non-refundable.

8.1.3 If Franchisee elects to purchase an additional fraction of a Zone, whether at the

same time as this Agreement is executed or during the term of this Agreement, then the cost for such

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fractional Zone shall be Ten Thousand Dollars ($10,000) for each additional one hundred thousand

(100,000) people. The additional fractional Zone fee shall be payable upon execution of this Agreement

or upon our approval of your purchase of the additional fractional Zone, as applicable, and is non-

refundable.

8.1.4 During the term of this Agreement, and if Franchisee has chosen to purchase only

one of the business concepts initially, Franchisee may purchase the other business concept for an

additional fee of Ten Thousand Dollars ($10,000). Franchisee shall meet Franchisor’s criteria for

purchasing the additional concept, including being in good standing under this Agreement and Franchisee

has the financial capability to purchase or lease the additional truck(s) and equipment required. This

additional fee is payable when Franchisor approves Franchisee to purchase the additional concept and is

not refundable.

8.1.5 All of Franchisee’s Zones (or fractional Zones) which together will comprise the

Designated Territory shall be listed on Exhibit “A” hereto, which Exhibit shall be amended from time to

time in the event Franchisee purchases additional Zones (or fractional Zones).

8.1.6 In the event Franchisee obtains from a lender a loan (“Loan”) in which funding

is provided with the assistance of the United States Small Business Administration (“SBA”), Franchisee

agrees to execute any additional documentation required as a condition for obtaining the SBA assisted

financing.

8.1.7 In certain limited circumstances, Franchisor may offer Franchisee the opportunity

to finance up to seventy percent (70%) of the Initial Franchise Fee payable hereunder. In such event,

Franchisee shall execute and deliver to Franchisor, contemporaneously with the execution of this

Agreement, Franchisor’s then-current form of Promissory Note and Personal Guaranty, attached hereto as

Exhibit “H.”

8.2 Continuing Royalty Fee

In addition to the Initial Franchise Fee, Franchisee shall pay Franchisor a semi-monthly

Continuing Royalty Fee equal to seven percent (7%) of the Gross Sales generated, billed but not

collected, earned, derived and/or received by the Franchised Business (“Continuing Royalty Fee”) for

the prior period’s operations, subject to the minimum Continuing Royalty Fee described in Section 8.2.2

below. The Continuing Royalty Fee is payable on the third (3

) and eighteenth (18

) days of each

month, or the next business day if either such day is not a business day. The Continuing Royalty Fee

payable on the third (3

) day of each month is calculated based on Gross Sales generated in the period

from the sixteenth (16

) day of the previous calendar month to the last day of such month. The

Continuing Royalty Fee payable on the eighteenth (18

) day of each month is calculated based on Gross

Sales generated in the period from the first (1

) day through the fifteenth (15

) day of the current month.

Notwithstanding the foregoing, if Franchisee provides Services outside of the Designated

Territory, and the provision of such Services is more than thirty percent (30%) of Gross Sales over a three

(3) month period of time but Franchisee does not wish to purchase an additional Zone, Franchisee shall

pay Franchisor a Continuing Royalty Fee equal to twelve percent (12%) of all Gross Sales from Services

provided outside the Designated Territory. In the event Franchisee elects to purchase the additional Zone,

then these additional fees will be credited toward the cost of such additional Zone. These additional fees

are otherwise not refundable under any circumstances. An additional 10% of revenue outside of Territory

must be paid (an “Out of Territory Fee”) if the Franchisee performs services outside of its Zone after

being informed to stop.

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8.2.1 As used in this Agreement, the term “Gross Sales” shall mean and include the

actual gross revenues billed to clients of Franchisee in connection with the Services sold and performed

for such clients, whether for cash or credit, plus any other revenues derived from the operation of the

Franchised Business by Franchisee, but excluding federal, state or municipal sales, use, service or excise

taxes collected from clients and paid to the appropriate taxing authorities, and client refunds. Gross Sales

does not currently include revenues from re-sale items, but Franchisor reserves in the right, in its

discretion, to include in the definition of Gross Sales any revenue Franchisee receives from recycling and

scrap, consignments, re-sales of items, etc. If Franchisor elects to include these types of revenue in Gross

Sales, Franchisor shall provide Franchisee with systems and training regarding the re-sale of such items.

8.2.2 The minimum Continuing Royalty Fee payable hereunder shall be as follows:

(a) If this Agreement is for a College Hunks Hauling Junk® franchise that

will provide junk removal services only, then the following shall apply: There is no minimum Continuing

Royalty Fee for the first six (6) months unless this Agreement results from a transfer or renewal. From

months 1-12, the minimum Continuing Royalty Fee each reporting period is One Hundred Fifty ($150).

If Franchisee owns more than one (>1) Zone, then in months 13-24, the minimum Continuing Royalty

Fee each reporting period increases to Three Hundred Dollars ($300). If Franchisee owns more than two

(>2) Zones, then in months 25-36 the minimum Continuing Royalty Fee each reporting period increases

to Four Hundred Fifty Dollars ($450). If Franchisee owns more than three (>3) Zones, then in months

37-48 the minimum Continuing Royalty Fee each reporting period increases to Six Hundred Dollars

($600). If Franchisee owns more than four (>4) Zones, then in months 49-60 the minimum Continuing

Royalty Fee each reporting period increases to Seven Hundred Fifty Dollars ($750). This trend continues

each year based on the number of Zones owned by Franchisee.

(b) If this Agreement is for a College Hunks Moving® franchise that will

provide moving services only, then the following shall apply: There is no minimum Continuing Royalty

Fee for the first six (6) months unless this Agreement results from a transfer or renewal. From month 7-

12, the minimum Continuing Royalty Fee each reporting period is Seven Hundred Dollars ($700). If

Franchisee owns more than one (>1) Zone, then in months 13-24, the minimum Continuing Royalty Fee

each reporting period increases to One Thousand Four Hundred Dollars ($1,400). If Franchisee owns

more than two (>2) Zones, then in months 25-36 the minimum Continuing Royalty Fee each reporting

period increases to Two Thousand One Hundred Dollars ($2,100). If Franchisee owns more than three

(>3) Zones, then in months 37-48 the minimum Continuing Royalty Fee each reporting period increases

to Two Thousand Eight Hundred Dollars ($2,800). If Franchisee owns more than four (>4) Zones, then

in months 49-60 the minimum Continuing Royalty Fee each reporting period increases to Three

Thousand Five Hundred Dollars ($3,500). This trend continues each year based on the number of Zones

owned by Franchisee.

Royalty Fee shall be as set forth in Section 8.2.2(b) above and Section 8.2.2(a) shall be of no effect.

8.2.3 If Franchisee fails to achieve the level of Gross Sales necessary in order to enable

Franchisee to pay the minimum Continuing Royalty Fees three (3) times in any twelve (12) month period

during the term of this Agreement, but after the initial six (6) months of operation (when no minimum

Continuing Royalty Fee is required), Franchisor has the right to (a) take back one (1) of Franchisee’s

Zones, if Franchisee then operates multiple Zones; or (b) terminate this Agreement.

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8.3 Brand Development Fee

In addition to the Initial Franchise Fee and Continuing Royalty Fee, Franchisee shall pay to

Franchisor a Brand Development Fee (to be expended as provided in Section 11.2) in an amount equal to

one percent (1%) of Franchisee’s Gross Sales during the previous two (2) week period. The Brand

Development Fee is payable at the same time and in the same manner as the Continuing Royalty Fee.

8.4 Call Center Support Fee

Franchisee shall be required to pay to Franchisor an administration fee for use of the Call Center

equal to $727 per month for junk-only franchises or $857 per month for moving franchises or

moving/junk franchises (“Support Fee”). The Support Fee is payable at the same time and in the same

manner as the Continuing Royalty Fee. There is no Support Fee for the first six (6) months unless this

Agreement results from a renewal or transfer.

8.5 Appointment Fee

In addition to the Support Fee, Franchisee will pay $17 per scheduled appointment by the CLC

(the "Appointment Fee"). Franchisee will not be required to pay the Appointment Fee for self-

generated sales, self-booked sales, online bookings, or jobs that cancel prior to the day of the scheduled

appointment. The Appointment Fee will be billed by the Franchisor each month and is due 10 days after

invoice is sent. The Appointment Fee covers the per-appointment set by the CLC and is due whether or

not a sale results from the appointment, but will not be charged if a client cancels prior to the day of the

scheduled appointment. "Per Booking" or "Per Appointment" is defined as a Booked Move, Booked Junk

Removal Estimate, Booked In-Home Estimate or Booked Junk Removal Consultation. Franchisee will be

able to submit a request for refund of the $17 if an appointment is improperly scheduled. Franchisor

reserves the right to reject Franchisee's unreasonable requests for refund.. Franchisor reserves the right to

monitor the systemwide cancellation average to ensure Franchisee does not abuse the system of cancelled

appointments or credits from the CLC. Franchisees should still perform confirmation calls with clients at

least the day prior to minimize day-of cancellations. If there is a day-of cancellation that the Franchisee

feels was booked incorrectly, the Franchisee can submit an incident report request for refund.

8.6 Providing Services to Clients Outside the Designated Territory

Franchisee shall not be required to pay an additional fee when servicing clients outside of the

Designated Territory, provided such clients are not located in another franchisee’s designated territory. In

the event the provision of Services to clients outside of the Designated Territory accounts for at least

twenty percent (30%) of Franchisee’s total Gross Sales, Franchisor may require Franchisee to purchase

the additional Zone in which Franchisee has been providing Services for the right to continue providing

services outside of the Designated Territory. Franchisee must meet all of Franchisor’s qualifications for

purchasing additional Zones as set forth herein or in the Confidential Operations Manual. If Franchisee

does not purchase the additional Zone, Franchisee must cease providing Services in such area.

8.7 Commencement of the Business

Franchisee’s obligations to pay the Continuing Royalty Fee, the Support Fee) and the Brand

Development Fee accrues on the day that Franchisee commences operation of the Franchised Business

(except for the temporary abatement of the minimum Continuing Royalty Fee discussed in Section 8.2).

“Commencement of the Business” is defined as the first day on which the Franchised Business receives

revenues, offers services, or conducts any of the activities contemplated by this Agreement.

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8.8 Right of Set Off

Franchisee agrees to pay promptly, when due, all taxes and assessments that may be assessed or

otherwise due against Franchisee’s income, premises, equipment and/or supplies used in connection with

Franchisee’s business, to discharge all liens and encumbrances of every kind and character created or

placed upon or against any of said property and to pay all accounts and other indebtedness of every kind

incurred by Franchisee in the conduct of said business. In the event Franchisee should default in making

any such payment, Franchisor shall be authorized, but not required, to pay the same on Franchisee’s

behalf, and Franchisee covenants promptly to reimburse Franchisor for any such payment. Franchisor

shall also maintain the right of set off to permit deductions of any such amounts from payments that may

be due Franchisee hereunder. Any such amounts advanced by Franchisor shall be due and payable

immediately on Franchisee’s receipt of written demand from Franchisor.

8.9 Default

Any default by Franchisee in the timely payment of any indebtedness of Franchisee owing to

Franchisor, or to any affiliate of Franchisor, or the default by Franchisee in the payment of any

indebtedness of Franchisee with respect to which Franchisor or any of the affiliates of Franchisor is a

guarantor, co-signer, endorser or obligor, shall constitute a breach of this Franchise Agreement, rendering

the same subject to termination in accordance with the provisions of Article XVII hereof.

8.10 Application of Funds

Franchisee waives any and all existing and future claims and set offs against any amounts due

Franchisor hereunder, which amounts shall be paid when due regardless of any other claims which

Franchisee may have against Franchisor. However, Franchisor shall be entitled to apply or cause to be

applied against amounts due to it any amounts which may from time to time be held by Franchisor on

Franchisee’s behalf or be owed to Franchisee by Franchisor. Notwithstanding any designation by

Franchisee, Franchisor shall use sound business judgment and be reasonable in applying any payments

received from Franchisee, whether designated as payable to Franchisor, the Brand Development Fund or

otherwise, to any past due or other indebtedness of Franchisee for continuing fees payable hereunder,

purchases, interest or otherwise. Franchisor may set off from any amounts that may be owed to

Franchisee any amount that Franchisee owes to Franchisor or with respect to any payment. In particular,

Franchisor may retain any amounts it has received for Franchisee’s account (whether rebates or other

funds and whether paid by or due from suppliers or otherwise) as a credit and payment against any

amounts that Franchisee owes or will owe to Franchisor or with respect to any Brand Development Fee.

Franchisor may do so without notice at any time. However, Franchisee does not have the right to offset

or withhold payments owed to Franchisor for amounts purportedly due Franchisee from Franchisor.

Franchisor may condition Franchisee’s participation in any program (including, but not limited to, any

program involving payments from third party suppliers or otherwise) as Franchisor determines in its

reasonable discretion, including, but not limited to, Franchisee being a franchisee in good standing and

not in default under this or any other agreement with Franchisor. Franchisee agrees that he/she will not

withhold any amounts otherwise due Franchisor as a result of any dispute of any nature, but will pay such

amounts to Franchisor and only thereafter seek reimbursement.

8.11 Interest on Late Payments

All Continuing Royalty Fees, Brand Development Fees, Call Center Support Fees, Appointment

Fees, lease payments, amounts due for purchases by Franchisee from the Franchisor, and other amounts

which Franchisee owes to the Franchisor shall bear interest after the due date at the rate of twenty percent

(20%) per annum, and interest shall accrue from the original due date until payment is received in full.

Franchisee acknowledges that this Section 8.10 shall not constitute the Franchisor’s agreement to accept

such payments after same are due or a commitment by the Franchisor to extend credit to, or otherwise

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finance Franchisee’s Franchised Business. Further, Franchisee acknowledges that his/her failure to pay

all amounts when due shall constitute grounds for termination of this Agreement.

8.12 Application of Payments

Notwithstanding any designation by Franchisee, the Franchisor shall have sole discretion to apply

any payments by Franchisee to any of his/her past due indebtedness for Continuing Royalty Fees, Brand

Development Fees, Support Fees, Appointment Fees, purchases from the Franchisor or its affiliates,

interest or any other indebtedness.

8.13 Method of Payment - Electronic Funds Transfer

Franchisee shall deliver to Franchisor any and all reports, statements and/or other information

required under Article XII below at the time and in the format reasonably requested by Franchisor.

Franchisee shall establish an arrangement for electronic funds transfer or deposit of any payments

required under this Section. Franchisee shall execute Franchisor’s current form of “Authorization

Agreement for Prearranged Payments (Direct Debits),” a copy of which is attached to this Agreement as

Exhibit “F,” together with any other forms required by Franchisor’s or Franchisee’s bank, and Franchisee

shall comply with the payment and reporting procedures specified by Franchisor in the Manual.

Franchisee expressly acknowledges and agrees that Franchisee’s obligations for the full and timely

payment of Continuing Royalty Fees, Brand Development Fees, Support Fees or Appointment Fees (and

all other amounts provided for in this Agreement) shall be absolute, unconditional, fully earned, and due

upon Franchisee’s generation and receipt of Gross Sales. Franchisee shall not for any reason delay or

withhold the payment of all or any part of those or any other payments due hereunder, put the same in

escrow or set-off same against any claims or alleged claims Franchisee may allege against Franchisor, the

Brand Development Fund, any advertising cooperative or others. Franchisee shall not, on grounds of any

alleged non-performance by Franchisor or others, withhold payment of any fee, including without

limitation Continuing Royalty Fees, Brand Development Fees, Support Fees or Appointment Fees, nor

withhold or delay submission of any reports due hereunder, including but not limited to sales reports.

8.14 CPI Adjustment

All fixed dollar amounts used in the Franchise Agreement will be adjusted as of January 1 of each

year in proportion to the changes in the Index, subject to an annual Inflation Adjustment, not to exceed an

increase of 2% per year. The term “Inflation Adjustment” refers to Franchisor’s right to increase a fee, or

obligation to decrease a fee, based upon an increase or decrease in the Index. The Index refers to the

Consumer Price Index (U.S. Average, all items) maintained by U.S. Department of Labor (or such

equivalent index as may be adopted in the future) between January 1, 1995 and January of the then-

current year, or a comparative index Franchisor may select if the Index is no longer published. Each

adjustment will be made effective on January 1 based on the January Index, but the 1

adjustment will not

be made until the 2

January following the Agreement Date (i.e., for an Agreement Date of July 1, 2012,

the 1

adjustment would be effective as of January 1, 2014). Our failure to adjust any fixed dollar

amounts due to changes in the Index at any time does not constitute our waiver of the right to do so at any

other time, including for past periods. However, we will not impose such adjustments retroactively.

8.15 Performance Refund

If you own at least one full Zone and fail to reach $180,000 in revenues during your first 18

months of operations, and you have followed the systems with no material defaults, you may exit the

business and we will refund 50% of your initial franchise fee for your 1st Zone (i.e. $17,500 if you

purchased moving or junk removal, or $22,500 if you purchased both services). You must submit a

request in writing at 18 months if you wish to exercise this exit/refund option. We will review your

request and notify you within 30 days of your request. If we approve, then you must sign a mutual

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termination and release of us at that time We will refund the 50% of Franchise Fee within 90 days of

acceptance of your request and after we have received the signed mutual termination and release and you

have fulfilled your post-term obligations under the Franchise Agreement. You must be in full compliance

with your franchise agreement, and you must have followed the system entirely in order to qualify for

this refund.

8.16 Performance Incentive

If you own at least one full Zone and reach $600,000 in revenues during your first 18 months of

operations, and you have followed the systems with no material defaults, we will pay you a marketing

incentive of $8,000. You must submit a request in writing at 18 months if you wish to exercise this

incentive. We will review your request and notify you within 30 days of your request. If approved, we

will credit your royalty payments by $8,000 within 90 days of acceptance of your request. You must be

in full compliance with your franchise agreement, and you must have followed the system entirely in

order to qualify for this incentive credit.

ARTICLE IX

OBLIGATIONS OF FRANCHISEE

9.1 Obligations of Franchisee

Each component of the System is vital to Franchisor, to the network of other franchisees of the

System and to the operation of the Franchised Business, as well as to the members of the purchasing

public who have come to rely upon Franchisor and its network for reliability and promptness.

Compliance with each such component is of the essence to this Agreement. Hence, Franchisee

undertakes to conduct the Franchised Business at all times in full compliance with the System and each of

its components. It is expressly understood and agreed that such services include, but are not limited to,

providing junk removal and/or moving services to Franchisee’s clients and such other related services as

may be authorized by Franchisor to be offered from time to time. Franchisor may, from time to time,

conduct market research and testing to determine consumer trends and salability of new products and

services. Franchisee must cooperate by participating in Franchisor’s market research programs, test

marketing new products and related services and providing timely reports and other relevant information

regarding marketing research. In connection with such test marketing, Franchisee must execute any

agreement required by Franchisor related to such test marketing, purchase a reasonable quantity of

products to be tested and effectively promote and make a reasonable effort to sell such products and

related services.

9.1.1 Franchisee shall operate the Franchised Business in an efficient and professional

manner in accordance with the highest ethical and moral standards. Franchisee shall, as well, comply

with all recommendations and standards of quality and service prescribed from time to time by Franchisor

in the Manual or otherwise. Franchisee may not discriminate against anyone to whom the Franchised

Business provides Services and may not refuse any request for Services from within the Designated

Territory. Notwithstanding the foregoing, Franchisee reserves the right to refuse a request for Services

only if the Services request will compromise the safety of Franchisee, its employees and/or the client.

9.1.2 Franchisee shall obtain an office space from which to operate the Franchised

Business and all service calls will emanate from such office set forth in this Franchise Agreement.

Franchisee acknowledges and understands that Franchisor does not provide site selection assistance, nor

does it evaluate or approve any site chosen by Franchisee.

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9.1.3 Franchisee shall, at all times during the term of this Agreement, keep the

Franchised Business adequately capitalized to operate the Franchised Business. Franchisee is required to

maintain the minimum liquid capital requirements required by Franchisor, which shall not be less than the

equivalent of six (6) months of operating capital for the entirety of the Designated Territory. For

purposes of this Section 9.1.3, “liquid capital” shall include all cash, loans, lines of credit of the

Franchised Business, or such other assets as can be liquidated in less than one (1) week.

9.2 Development of Business

After execution of this Agreement and payment of the Initial Franchise Fee, Franchisee must

equip the Franchised Business, complete the Training Program (as required by Section 5.3 of this

Agreement), and commence operation of the Franchised Business no later than thirty (30) days after the

date Franchisor approves Franchisee’s Designated Territory or ninety (90) days after this Agreement is

executed, whichever occurs first. Franchisee may establish the office for the Franchised Business within

the majority owner’s residence (subject to local zoning laws). Franchisor does not evaluate the location.

9.2.1 Franchisee shall be excused from the timely performance of his/her obligations

under this Section if the cause of delay is beyond the reasonable control of Franchisee. Such cause would

include, by way of illustration, strikes, fires and acts of God or other causes which Franchisee could not,

by the exercise of due diligence, have reasonably avoided; provided, however, that any such cause shall

not relieve Franchisee of his/her requirement to pay fees to Franchisor as described herein.

9.3 Compliance with Laws and Good Business Practices

Franchisee shall secure and maintain in force in its name all required licenses, permits and

certificates relating to the operation of his/her Franchised Business. Franchisee shall operate his/her

Franchise in full compliance with all applicable laws, ordinances and regulations, including without

limitation all government regulations relating to environmental protection, occupational hazards and

health, worker’s compensation insurance, unemployment insurance and withholding and payment of

federal and state income taxes, social security taxes and sales taxes. Franchisee shall, in all dealings with

his/her clients, suppliers, the Franchisor and the public, adhere to the highest standards of honesty,

integrity, fair dealing and ethical conduct. Franchisee agrees to refrain from any business or advertising

practice which may be injurious to the business of the Franchisor and the goodwill associated with the

Proprietary Marks and other Franchised Businesses. Franchisee and its employees shall be required to

wear any uniforms that Franchisor determines, in the best interests of the System, to have all of its

franchisees and their employees wear. Failure to wear such designated uniforms shall cause Franchisor to

provide Franchisee notice of violations of its systems and procedures and which could, in turn, lead to a

notice of termination of this Agreement.

Without limiting the generality of this Section 9.3, Franchisee certifies that neither Franchisee nor

its owners, employees or anyone associated with Franchisee is listed in the Annex to Executive Order

13224. (The Annex is available at http://www.treasury.gov/offices/enforcement/ofac/sdn.) Franchisee

agrees not to hire or have any dealings with a person listed in the Annex. Franchisee certifies that it has

no knowledge or information that, if generally known, would result in Franchisee, its owners, employees,

or anyone associated with Franchisee being listed in the Annex to Executive Order 13224. Franchisee

agrees to comply with and/or assist Franchisor to the fullest extent possible in Franchisor’s efforts to

comply with the Anti-Terrorism Laws (as defined below). In connection with such compliance,

Franchisee certifies, represents, and warrants that none of its property or interests are subject to being

“blocked” under any of the Anti-Terrorism Laws and that Franchisee and its owners are not otherwise in

violation of any of the Anti-Terrorism Laws. Franchisee is solely responsible for ascertaining what

actions must be taken by Franchisee to comply with all such Anti-Terrorism Laws, and Franchisee

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specifically acknowledges and agrees that Franchisee’s indemnification responsibilities as provided in

Article XIII of this Agreement pertain to Franchisee’s obligations under this Article IX. Any

misrepresentation by Franchisee under this Section or any violation of the Anti-Terrorism Laws by

Franchisee, its owners, or employees shall constitute grounds for immediate termination of this

Agreement and any other agreement Franchisee has entered into with Franchisor or one of Franchisor’s

affiliates in accordance with the terms of this Agreement. As used herein, “Anti-Terrorism Laws”

means Executive Order 13224 issued by the President of the United States, the Terrorism Sanctions

Regulations (Title 31, Part 595 of the U.S. Code of Federal Regulations), the Foreign Terrorist

Organizations Sanctions Regulations (Title 31, Part 597 of the U.S. Code of Federal Regulations), the

Cuban Assets Control Regulations (Title 31, Part 515 of the U.S. Code of Federal Regulations), the USA

PATRIOT Act, and all other present and future federal, state and local laws, ordinances, regulations,

policies, lists and any other requirements of any Governmental Authority (including, without limitation,

the United States Department of Treasury Office of Foreign Assets Control) addressing or in any way

relating to terrorist acts and acts of war.

9.4 Franchisee to Supervise

Franchisee is required personally and directly to operate and exercise daily supervision over the

operation of the Franchised Business, unless otherwise permitted in writing by Franchisor.

9.4.1 If Franchisee is a corporation, any shareholder owning at least seventy-five

(75%) percent of the issued and outstanding shares of said corporation, or the chief executive thereof,

shall fulfill the requirement set forth in Section 9.4 above. If Franchisee is a limited liability company or

partnership, any member or partner owning at least seventy-five (75%) percent of the equity of the limited

liability company or partnership shall fulfill this requirement.

9.4.2 If Franchisee wishes to operate an additional business which may compete with

or distract from the Franchised Business during the term of this Agreement, Franchisee must receive

Franchisor’s approval before beginning the other business. Franchisee shall provide Franchisor with a

business plan that will describe in substantial detail how the Franchised Business will be operated

according to the terms of this Agreement and Franchisor’s requirements while simultaneously operating a

second business. If Franchisor believes that the operation of the second business will adversely affect the

operation of the Franchised Business, Franchisor may disapprove of Franchisee’s operation of such

additional business. Franchisor’s approval will not be unreasonably withheld. Franchisor reserves the

right to approve participation in another business by any of Franchisee’s principals and/or affiliates who

are involved in the operation of Franchisee’s Franchised Business. Franchisee may operate an additional

business without Franchisor’s prior consent, provided that such business does not compete with or distract

from the Franchised Business.

9.5 Service Vehicle

Franchisee shall be obligated to purchase or lease the Service Vehicle required by Franchisor to

be used in the operation of the Franchised Business, the specifications for which are set forth in the

Manual and are subject to change from time to time. If Franchisee wishes to purchase a used Service

Vehicle, such Service Vehicle shall be approved by Franchisor prior to its purchase.

9.5.1 Use of Service Vehicle

. Franchisee and his/her employees, agents and

independent contractors shall travel to Franchisor’s clients’ and prospective clients’ residential or small

commercial properties only in Service Vehicles that have been acquired, designed, equipped, painted,

decaled, decorated and/or otherwise outfitted as specified and approved by Franchisor and no others. It is

acknowledged that such restriction is necessary to present a uniform appearance to the public. Franchisee

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understands and acknowledges that the Service Vehicle shall only be used for projects and work approved

and/or authorized by us, and for no other purpose.

9.5.2 Condition

. Franchisee shall maintain his/her Service Vehicles in good working

order, performing scheduled maintenance as recommended by the manufacturer and repairing all

malfunctions promptly. Franchisee shall also ensure that each Service Vehicle is equipped with all of the

items and accessories required by Franchisor, as well as displaying approved signage. Franchisee shall be

required to replace a Service Vehicle every seven (7) years, or earlier, depending solely on the age and

condition of the Service Vehicle.

9.5.3 Cleanliness and Appearance

. Franchisee shall keep all of his/her Service

Vehicles neat and clean, and consistent with the image of the Franchised Business as a professionally

operated junk removal and/or moving services business.

9.5.4 Disposition

. Under no circumstances shall Franchisee allow a Service Vehicle to

come into the possession of anyone who is not a College Hunks Moving® or College Hunks Moving®

franchisee without first removing and/or obliterating all the Proprietary Marks. When Franchisee’s

disposes of any Service Vehicle, he/she must inform the Franchisor of the disposition in writing,

including verification of the removal of all signage and Proprietary Marks. In addition, during the term of

this Agreement, Franchisee may not, without the Franchisor’s written consent, assign or sublet a lease for

any Service Vehicle.

9.5.5 Safe Driving

. Franchisee shall hire and use only safe and courteous drivers of

his/her Service Vehicles.

9.5.6 Compliance with Law

. Franchisee shall at all times cause himself/herself and

his/her employees, agents and independent contractors, along with all Service Vehicles, to be in full

compliance with all applicable laws and regulations pertaining to all Service Vehicles, including, but not

limited to, any requirements relating to licensing of drivers.

9.5.7 Taxes and License Fees

. Franchisee shall promptly pay all license and use

charges and taxes assessed on or pertaining to his/her Service Vehicles, and shall hold Franchisor

harmless therefrom.

9.5.8 Inspection

. The Franchisor, by its agents, employees and attorneys, shall have

the right at all times during business hours, and without prior notice to Franchisee, to inspect the interior

and exterior of Franchisee’s Service Vehicles to ascertain if Franchisee is in compliance with this

Agreement. Such inspection may include verification of correct registration, licensing and insurance.

Franchisee shall cooperate, and shall cause his/her employees to cooperate, fully with such inspection,

and shall give his/her permission as may be necessary to allow Franchisor to obtain government and

insurance company records pertaining to ownership and operation of the Service Vehicles, and promptly

deliver the information and documentation referred to herein to Franchisor, upon Franchisor’s request.

9.5.9 Additional Service Vehicles

. Franchisee may add additional Service Vehicles to

better serve his/her clients, subject to the advance written consent of Franchisor. Franchisor shall not

unreasonably withhold its consent allowing Franchisee to add a Service Vehicle, but may request, and

Franchisee shall provide, any information relating to Franchisee’s Franchised Business to assist

Franchisor in making its determination. In the event Franchisee owns more than one (1) Zone, he/she

must lease or purchase at least one (1) Service Vehicle for each Zone (see the rollout schedule on

Exhibit “A” hereto).

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9.5.10 Reports

. Franchisee shall, when upon adding a Service Vehicle to the Franchised

Business, report to Franchisor in writing the identity of the Service Vehicle Franchisee is adding. Also,

Franchisee shall, from time to time as requested by Franchisor or pursuant to this Agreement, report to

Franchisor in writing the identity of all Service Vehicles Franchisee is then using in connection with the

Franchised Business. Franchisee shall also report to Franchisor in writing each time Franchisee disposes

of any Service Vehicle, setting forth the date of disposition, the name and address of the purchaser and a

description of the measures taken to obliterate all resemblance to a College Hunks Hauling Junk® or

College Hunks Moving® Service Vehicle. These reports shall also include such other information as

Franchisor may reasonably require, and shall be made on such forms, and at such times, as prescribed by

Franchisor.

9.5.11 Lease of Service Vehicle

. In the event Franchisee leases his/her Service

Vehicle(s), rather than purchasing them, the following shall apply:

(a) Franchisee shall provide Franchisor with a copy of the proposed lease

offer for the Service Vehicle for Franchisor’s approval. Upon execution of the lease for the

Service Vehicle(s), Franchisee shall provide Franchisor with copies of all lease documents,

including the vehicle identification number for each Service Vehicle.

(b) Contemporaneously with the execution of the lease for the Service

Vehicle, each of the lessor, Franchisee (as lessee) and Franchisor (as conditional lessee) shall

execute a Conditional Assignment of Service Vehicle Lease in the form of Exhibit “E” hereto.

Franchisee shall be solely responsible for obtaining execution of such Conditional Assignment by

lessor.

9.5.12 Hazardous Materials

. Franchisee will not deal in any way with any hazardous

materials, including, but not limited to, oil or gasoline, except in connection with the operation of the

Service Vehicles; asbestos, any materials containing or contaminated with PCBs; liquid waste or sludge

of any sort; septic tank sludge or waste; solvents, liquid paints or chemicals; and any other item which

may be considered a Hazardous Material, as such term is defined by the laws applicable to the Designated

Territory.

9.6 Acknowledgments

Franchisee acknowledges that he/she is one of a number of franchisees, each of whose success

depends in substantial part on the integrity, reputation and marketing efforts of each other franchisee.

Franchisee further acknowledges that the value of the Proprietary Marks and of membership in the

System to Franchisee, to Franchisor and to each other franchisee depends on the maintenance of uniform

standards of quality, integrity and appearance. Franchisee further acknowledges that any action which

impairs the reputation and goodwill of the Proprietary Marks, impairs or adversely affects the objectives

of the Franchisor or brings the Franchisor into disrepute, or departs from the uniform practices specified

by Franchisor, will be likely to injure all members of the System.

9.7 Franchisor’s Directives

Franchisee agrees that he/she will at all times adopt and follow all the Franchisor’s directives

concerning the appearance of Franchisee’s premises and Service Vehicles, the quality and appearance of

goods and services offered, the appearance of Franchisee and his/her staff, other business practices and

other matters likely to affect the public perception of the System as a unified and reliable network of

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companies. Franchisee will offer all of, and only, the goods and services which Franchisor authorizes for

College Hunks Moving® and/or College Hunks Moving® businesses.

9.8 Variances

Complete and detailed uniformity under many varying conditions may not be possible or

practicable, and Franchisor therefore reserves the right and privilege, at the sole and absolute discretion of

Franchisor and as Franchisor may deem in the best interest of all concerned in any specific instance, to

vary standards to accommodate special needs of Franchisee, or those of any other franchisee, based upon

the peculiarities of a particular site or location, density of population, business potential, population of

trade area, existing business practices, requirements of local law or local custom, or any other condition

which Franchisor deems to be of importance to the successful operation of such franchisee’s business.

Further, Franchisor may from time to time allow certain franchisees to depart from normal System

standards and routines in certain respects in order to experiment with or test new products or services,

equipment, Service Vehicles, designs, procedures and the like. In no event shall such variance, or such

testing, be deemed a waiver of any of Franchisor’s rights, or an excuse from performance of any of

Franchisee’s duties hereunder. Franchisor may at any time require Franchisee to commence full

compliance with all of Franchisor’s standards and procedures. Franchisor shall not under any

circumstances be required to grant any variance to Franchisee. Nothing contained in this Article is

intended to confer on Franchisee any right to compel Franchisor to grant a variance to Franchisee or to

grant, withdraw or modify any variance given to any other franchisee. Such matters shall at all times

remain within the sole and absolute discretion of Franchisor.

9.9 Client Referrals

Franchisee acknowledges that he/she is required to refer prospective customers to the designated

Customer Loyalty Center. The Customer Loyalty Center has the primary scheduling database and will be

the central point of contact for all customers.

9.10 Former Franchisees

Franchisee acknowledges that former franchisees (those whose franchise agreements have

expired or have been terminated) are in a position to compete unfairly with the Franchisee and/or other

members of the System, and to cause great injury to the reputation of the System and/or the Proprietary

Marks. Franchisee therefore agrees as follows:

9.10.1 Franchisee will not sell, loan, give or otherwise transfer or deliver to any former

franchisee, or allow any former franchisee to copy or otherwise obtain, any confidential business

information about the System; any advertising or promotional materials produced by the Brand

Development Fund or by Franchisor or which bear any of the Proprietary Marks; any other materials or

publications of Franchisor, including, without limitation, the Manual; any directory or roster of

franchisees or Approved Suppliers, any other client lists or mailing lists pertaining in any way to the

System; or any other information about the Franchised Business or the System which is not available to

the public.

9.10.2 Franchisee will not refer prospective clients to any former franchisee.

9.10.3 Franchisee will not notify or advise any former franchisee of, or in any other way

assist any former franchisee in learning about, the date, time and place of any meetings of franchisees.

9.10.4 If Franchisee observes any former franchisee using any of the Proprietary Marks

in any way, or utilizing business premises or motor vehicles from which the Proprietary Marks and/or

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distinctive color scheme have not been completely obliterated, Franchisee shall immediately report such

observation to Franchisor, along with all details available to Franchisee.

9.10.5 Franchisee shall in general have no dealings with any former franchisees of the

System.

9.10.6 The provisions of Section 9.10 of this Agreement shall apply to Franchisee as

soon as Franchisee is on notice of the expiration or termination of another franchise agreement.

Franchisee shall be deemed to be on such notice when:

(i) Franchisee receives a new Franchisee Directory in which such franchise

does not appear; or

(ii) Franchisee receives written notice from Franchisor that one (1) or more

particular franchise agreements have expired or have been terminated.

9.11 Computer Hardware

Franchisee shall (at his/her sole cost and expense) acquire computer hardware meeting

Franchisor’s specifications. Franchisee understands and acknowledges that such computer hardware is

required to utilize the Software. In addition, Franchisee shall provide to Franchisor any user IDs and

passwords that Franchisor requires.

9.12 Authorized Products and Services

The reputation and goodwill of the Franchisor is based upon, and can be maintained and

enhanced only by the provision of high quality Services and other related products and services.

Franchisee agrees, therefore, that he/she will only offer such Services and other products and services that

the Franchisor shall authorize for the Franchised Business, including but not limited to any newly

developed proprietary products or equipment by the Franchisor. Franchisee further agree that he/she will

not sell his/her client list(s) or client contracts, or otherwise use his/her client list(s) for any purpose other

than in connection with the operation of his/her Franchised Business. Franchisee agrees that he/she will

not, without the prior written approval by the Franchisor, offer or sell any type of service or offer, sell or

use any product that is not authorized by Franchisor for the Franchised Business. Franchisee further

agrees that any equipment used in Franchised Businesses shall not be used for any purpose other than the

operation of his/her Franchised Business in compliance with this Agreement.

9.12.1 If Franchisee proposes to offer for sale through the Franchised Business any

products or services not previously designated or approved by Franchisor, then Franchisee must first

submit the proposed product or service to Franchisor for consideration and approval. Franchisor will

consider the proposed product or service and respond to Franchisee within a reasonable time as to

whether or not the product or service is approved for sale through the Franchised Business. Franchisor

reserves the right to make alterations to the proposed product or service as a condition of approval.

Franchisee acknowledges and agrees that, with respect to any change, amendment, or improvement in the

System or proposed products or services for which Franchisee requests Franchisor’s approval:

(i) Franchisor shall have the right to incorporate the proposed change into the System and shall thereupon

obtain all right, title, and interest therein without compensation to Franchisee, (ii) Franchisor shall not be

obligated to approve or accept any request to implement change, and (iii) Franchisor may from time to

time revoke its approval of particular change or amendment to the System, and upon receipt of written

notice of such revocation, Franchisee shall modify its activities in the manner described by Franchisor. It

is understood and agreed that information, improvements to the System or techniques prepared, compiled

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or developed by the Franchisee, its employees or agents during the term of this Agreement and relating to

the Franchised Business, whether developed separately or in conjunction with the Franchisor, shall be

considered as part of the Know How. Franchisee hereby grants to the Franchisor an irrevocable,

worldwide, exclusive, royalty-free license, with the right to sub-license such product or service.

9.13 Approved Products and Supplies

Franchisee agrees that all products and supplies used in his/her Franchised Business shall comply

with the Franchisor’s specifications and quality standards. In order to maintain uniformity of concept and

quality, all proprietary materials and forms used by Franchisee shall be purchased from Franchisor or its

affiliates in accordance with the terms and procedures set forth in the Manual. The use or sale of

unapproved products or services shall constitute a material and incurable breach of this Agreement. The

Franchisor shall provide Franchisee with a list of approved products and supplies and shall from time to

time issue revisions thereto. If Franchisee wishes to use any type or brand of product or supply item or

wishes to purchase products or supplies from a supplier that is not currently approved by the Franchisor,

Franchisee shall notify the Franchisor of his/her desire to do so and submit to the Franchisor

specifications, photographs, samples and/or other information requested by the Franchisor. The

Franchisor shall, within a reasonable time, determine whether such products, supplies or such supplier

meets its specifications and standards and notify Franchisee whether he/she is authorized to use such

product or supply item or purchase from such supplier.

9.14 Employees

Franchisee is required to comply with the policies and procedures for the selection of employees

and independent contractors as set forth in the Manual and shall be required to uphold and represent the

System to the highest standards).

9.15 Employee Training

Franchisee shall offer such continuing training programs to his/her personnel as are specified in

the Manual.

9.16 Advertising

Franchisee shall comply with all of the obligations regarding advertising as are set forth in Article

XI of this Agreement.

9.17 Hours of Operation

The Franchisee shall operate his/her Franchised Business during those hours prescribed in the

Manual.

9.18 Inspection

Franchisor or any of its authorized agents or representatives may, upon reasonable notice, inspect

the Franchised Business during normal business hours to determine whether it is in compliance with this

Agreement and with the System, including compliance with the minimum liquid capital provisions set

forth in Section 9.1.3.

9.18.1 Further, Franchisee understands and consents to Franchisor’s ability to access all

files, data, accounts, reports and the like resulting from Franchisee’s transmission of any required reports

to Franchisor via computer.

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9.18.2 If any such inspection should reveal that the Franchised Business is not

adequately capitalized, such event shall be considered a default of this Agreement and Franchisee shall

have thirty (30) days within which to cure said default by bringing the capitalization of the Franchised

Business up to required levels. Franchisee must, within said thirty (30) day period, provide Franchisor

with evidence that the Franchised Business has been adequately capitalized.

9.19 Reports

Franchisee shall submit to Franchisor such reports regarding the Franchised Business as

Franchisor prescribes in the Manual.

9.20 Good Faith

Franchisee shall act in good faith and use his/her best efforts to comply with his/her obligations

under this Agreement, and shall cooperate with Franchisor in accomplishing the purposes of this

Agreement. Further, Franchisee shall not directly or indirectly engage in any activities which would be

detrimental to or interfere with the operation or reputation of the Franchised Business, the Franchisor, the

System, or the operations of any other franchisee.

9.21 Ethics

Franchisee agrees to conduct his/her business in a manner that complies with the terms and intent

of this Agreement; with national, state and local laws, regulations and ordinances; and with the

Franchisor’s Code of Ethics (if and when adopted and published by Franchisor). Franchisee hereby

authorized any federal, local or state body regulating or supervising junk removal practices to release to

Franchisor information related to complaints and to any disciplinary actions taken based upon

Franchisee’s practices. Franchisee agrees to notify Franchisor within five (5) business days of any such

complaints or disciplinary actions. Franchisee also agrees to maintain all permits, certificates and licenses

(necessary for his/her franchise operation) in good standing and in accordance with applicable laws and

regulations.

9.22 Guaranty

Upon execution of this Agreement, the majority owners of Franchisee (if a corporation or limited

liability company), the General or Managing Partner (if a limited partnership) or the individual partners

(if a standard partnership) shall each execute the Principal Owners Guaranty in the form annexed hereto

as Exhibit “D” of all obligations hereunder, including those of payment of money.

9.23 Customer Satisfaction; Operation of Franchised Business

Franchisee agrees to comply with Franchisor’s requirements related to customer satisfaction as

set forth in the Manual, including, without limitation, offering a money back satisfaction guarantee.

Franchisee further agrees to participate in other customer satisfaction programs initiated by Franchisor,

which may include a “mystery shop” program. In addition, Franchisee shall use its best efforts to ensure

that the Franchised Business is performing satisfactorily, in Franchisor’s opinion. If Franchisor does not

believe that the Franchised Business is performing satisfactorily, Franchisee agrees to participate in

enrichment training, as described in Article V above. Franchisor shall pay for costs related to a “mystery

shop” program, provided that Franchisee is operating its Franchised Business satisfactorily. If Franchisor

determines that a significant amount of negative feedback has occurred related to Franchisee’s Franchised

Business, Franchisor reserves the right, in its discretion, to require Franchisee to pay for all costs of

additional mystery shopper services, which Franchisee agrees to pay when incurred and which shall be in

addition to Franchisee’s obligation to participate in and pay costs related to enrichment training.

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9.24 Forms of Payment

You agree that the only forms of payment you may accept from your clients are check and credit

card. You understand and acknowledge that this restriction, including the restriction that neither you nor

any of your employees may accept cash as a form of payment, is for the benefit and safety of you and

your employees.

ARTICLE X

INSURANCE

10.1 Prior to opening the Franchised Business for business, Franchisee must obtain the

insurance coverages required by Franchisor under policies of insurance issued by carriers having an A.M.

Best rating of “A” or better. Franchisor’s then-current insurance requirements are contained in the

Manual and are subject to change during the term of this Agreement. Franchisee agrees to comply with

any modified insurance requirements. As of the date of this Agreement, Franchisee shall purchase and

maintain the following: (1) comprehensive general liability insurance and comprehensive product

liability insurance against claims for bodily and personal injury, death, and property damage caused by or

occurring in conjunction with the operation of the Franchised Business or Franchisee’s conduct of

business pursuant to this Agreement under one (1) or more policies of insurance containing minimum

liability coverage of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars

($2,000,000) aggregate; (2) Workers’ Compensation or other employer’s liability insurance as well as

such other insurance as may be required by statute or rule in the state(s) in which the Franchised Business

is located or operates; and (3) automobile liability coverage, including coverage of owned, non-owned

and hired vehicles, of One Million Dollars ($1,000,000) per occurrence. Franchisee must maintain all

required policies in force during the entire term of this Agreement and any renewals thereof. Franchisor

may periodically increase or decrease the amounts of coverage required under these insurance policies

and require different or additional kinds of insurance at any time, including excess liability insurance, to

reflect inflation, identification of new risks, changes in law or standards of liability, higher damage

awards, or other relevant changes in circumstances. Each insurance policy must name Franchisor (and, if

Franchisor so requests, the directors, employees or shareholders of Franchisor) as additional insureds and

must provide Franchisor with thirty (30) days’ advance written notice of any material modification,

cancellation, or expiration of the policy.

Franchisor recommends that Franchisee obtain the following additional coverages: (1) general

casualty insurance including fire and extended coverage, vandalism, theft, burglary and malicious

mischief insurance for the replacement value of the Franchised Business and its contents; and (2) an

umbrella insurance policy.

If Franchisee will provide moving services from the Franchised Business, then Franchisee agrees

to purchase the following additional insurance coverages: (1) cargo insurance for damage or loss to the

cargo while it is being moved, and coverage while items are being loaded, unloaded or otherwise in

Franchisee’s possession. Such cargo insurance shall have minimum coverage of Fifty Thousand Dollars

($50,000) per Service Vehicle, regardless of the Service Vehicle’s size or the amount of property being

moved; (2) employee dishonesty insurance of not less than Ten Thousand Dollars ($10,000); and (3) in

Franchisee’s discretion, a third party dishonesty bond of not less than Ten Thousand Dollars ($10,000).

The dishonesty bond is a recommendation, not a requirement.

Before the expiration of the term of each insurance policy, Franchisee must furnish Franchisor

with a Certificate of Insurance for each policy to be maintained for the upcoming term, along with

evidence of the payment of the premium for each. If Franchisee does not maintain the required insurance

coverage, or does not furnish Franchisor with satisfactory evidence of the required insurance coverage

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and the payment of the premiums for same, Franchisor may obtain, at its option and in addition to its

other rights and remedies under this Agreement (including termination), any required insurance coverage

on Franchisee’s behalf. If Franchisor does that, Franchisee agrees to fully cooperate with Franchisor in

its effort to obtain the insurance policies, promptly execute all forms or instruments required to obtain or

maintain the insurance, allow any inspections of the Franchised Business which are required to obtain or

maintain the insurance and pay to Franchisor, on demand, any costs and premiums Franchisor incurs.

10.2 Franchisee’s obligation to maintain insurance coverage, as described in this Agreement,

will not be reduced in any manner by reason of any separate insurance Franchisor maintains on its own

behalf, nor will Franchisor’s maintenance of that insurance relieve Franchisee of any obligations under

this Article X.

10.3 Franchisor reserves the right to obtain from Franchisee’s insurance carrier(s) periodic

reports of losses (such as monthly, quarterly and/or annually), and Franchisee shall authorize his/her

insurance carrier(s) to provide Franchisor with such reports.

ARTICLE XI

ADVERTISING

11.1 Approval by Franchisor

Franchisee shall use for his/her advertising and promotional activities only those materials,

concepts and programs which have been furnished or approved in advance by Franchisor by specification

in the Manual or otherwise. Franchisee acknowledges that Franchisor may be one of, or the only,

approved supplier for certain advertising and promotional materials and programs.

11.2 Brand Development Fund

Franchisor has created and will maintain and administer a franchisee Brand Development Fund

(the “Fund”) for such regional advertising and promotional programs as Franchisor may deem necessary

or appropriate. The responsibility for creation and administration of the Fund shall remain with

Franchisor. Advertising and promotional activities conducted by the Fund shall be funded by Brand

Development Fees paid by Franchisee to Franchisor, and Franchisee agrees to participate in any such

promotional activities.

Franchisee’s Brand Development Fees shall be placed in the Fund, managed by Franchisor.

Franchisor agrees that contributions to the Fund shall be used exclusively for advertising and public

relations purposes for the exclusive, collective benefit of all participants of the System, including all

franchisees and the Franchisor. Franchisor will spend the majority of contributions to the Fund on any of

the following: (1) website development and advertising, (2) local or regional advertising, media,

promotion or marketing or local or regional public relations programs, (3) other activities connected to

the promotion and marketing of the Proprietary Marks and the System; or (4) retaining advertising and/or

public relations agencies in relation to developing advertising. Franchisor will also spend a portion of the

contributions to the Fund to engage in test marketing, to conduct research, surveys of advertising

effectiveness, produce new commercials and other promotional and advertising materials and programs,

or other purposes deemed beneficial by Franchisor for the general recognition of the Proprietary Marks

and the System. Franchisee shall, upon his/her written request, receive on an annual basis within one

hundred twenty (120) days after the end of each fiscal year a report describing the activity of the Fund,

which report is not required to be audited. Franchisor shall be entitled to reimburse itself for reasonable

accounting, collection, bookkeeping, reporting and legal expenses incurred with respect to the Fund.

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Franchisor shall not be liable for any act or omission with respect to the Fund which is consistent with

this Agreement or done in good faith.

All sums paid by franchisees to the Fund, and any income earned thereon, shall be maintained by

Franchisor in a segregated account and shall be used only for the purposes specified herein; provided,

however, that up to ten (10%) percent of the Fund may be expended by Franchisor for administrative

costs and overhead related to the administration or direction of the Fund.

The Fund is not the Franchisor’s asset. The Fund is not a trust, and the Franchisor does not owe

Franchisee fiduciary obligations because of the Franchisor’s maintaining, directing or administering the

Fund or for any other reason. The Franchisor may spend in any fiscal year an amount greater or less than

the aggregate contribution of Franchised Businesses to the Fund in that year and the Franchisor may make

loans to the Fund (and the Fund may borrow from the Franchisor or other lenders) bearing reasonable

interest to cover any deficits of the Fund or cause the Fund to invest any surplus for future use by the

Fund. Any monies remaining in the Fund at the end of any fiscal year shall carry forward to be spent in

the next year. The Franchisor may incorporate the Fund or operate it through a separate entity whenever

the Franchisor deems appropriate. The successor entity will have all of the rights and duties specified in

this Subsection.

Franchisee understands and acknowledges that the Fund is intended to maximize general public

recognition and patronage of the Franchised Businesses and the Proprietary Marks for the benefit of all

Franchised Businesses. The Franchisor undertakes no obligation to ensure that expenditures by the Fund

are proportionate or equivalent to contributions by Franchised Businesses or that any Franchised Business

will benefit direct or in proportion to its contribution to the Fund from the conduct of marketing programs

or the placement of advertising.

The Franchisor has the right, but no obligation, to use collection agents and institute legal

proceedings to collect Brand Development Fees at the Fund’s expense. The Franchisor also may forgive,

waive, settle and compromise all claims by or against the Fund. Except as expressly provided in this

Subsection, the Franchisor assumes no direct or indirect liability or obligation to Franchisee for collecting

amounts used in maintaining, directing or administering the Fund.

The Franchisor may at any time defer or reduce the Brand Development Fee of a Franchised

Business, and upon thirty (30) days’ prior written notice to Franchisee, reduce or suspend Brand

Development Fees and operations for one or more periods of any length and terminate (and, if terminated,

reinstate) the Fund. If the Franchisor terminates the Fund, the Franchisor will distribute all unspent

monies to all Franchised Businesses (whether franchised or operated by the Franchisor or its affiliates) in

proportion to their respective Fund contributions during the preceding twelve (12) month period. If

Franchisor elects to reinstate the Fund, any reinstated Fund shall be maintained as described herein.

11.3 Telephone Directory Advertising

Franchisee acknowledges that the proper conduct of all promotion programs is not only necessary

to the success of the Franchised Business, but is also likely to affect the goodwill and reputation of the

Franchisor, the Proprietary Marks, and that of the System. Franchisee shall prepare and place a listing for

the Franchised Business in the White Pages of Franchisee’s local telephone directories containing such

copy as specified by the Franchisor. This initial listing must list only the Call Center’s client service

number and no other telephone number. An advertisement in the Yellow Pages is not a requirement;

however, if Franchisee wishes to place an advertisement in his/her local Yellow Pages, such

advertisement must be approved by Franchisor before it may be placed, and any Yellow Pages advertising

shall be at Franchisee’s sole cost and expense.

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11.4 Grand Opening Advertising

Franchisee shall provide Franchisor with a written plan, for Franchisor’s approval, for a grand

opening advertising campaign to be incurred in connection with the grand opening of the Franchised

Business and spend not less than Ten Thousand Dollars ($10,000) on such campaign, which amount shall

include all Zones in the aggregate. Said grand opening advertising campaign shall be conducted within

the first sixty (60) days of the Franchised Business being open for business. At Franchisor’s option, it

may require Franchisee to pay to Franchisor the amount for Franchisee’s grand opening advertising

campaign, and Franchisor shall spend such money on Franchisee’s behalf.

11.5 Local Advertising

In addition to the contributions to the Fund described above, Franchisee shall also be required to

spend for each brand owned by Franchisee One Thousand Dollars ($1,000), whichever amount is greater,

each month on local advertising and promotion. Such amount does not include the cost of marketing

collateral and supplies. Franchisor may, from time to time, offer Franchisee approved local marketing

plans and materials on the same terms and conditions as Franchisor is then offering to its other

franchisees. Prior to their use by Franchisee, samples of all local marketing materials not prepared or

previously approved by Franchisor shall be submitted to Franchisor for written approval, which approval

shall not be unreasonably withheld; provided that Franchisee’s advertising and/or marketing materials

shall only list the phone number specified by Franchisor and not any other phone number, and further

provided that such advertising and/or marketing materials will only reference Franchisor’s website and

the telephone number of the Call Center. Once approved, such advertising or marketing materials will

become Franchisor’s property which Franchisor may use for its own purposes. Upon request from

Franchisor, Franchisee shall provide Franchisor with verification of all expenditures for local advertising

within thirty (30) days of such request. If Franchisee fails to provide such local advertising verification or

if Franchisor determines that Franchisee has not expended the required minimum for local advertising,

than Franchisor reserves the right to require Franchisee to give Franchisor the money that Franchisee is

required to spend on local advertising as described herein, and Franchisor shall advertising in

Franchisee’s local area on Franchisee’s behalf. In such event, Franchisor will provide reports of such

local advertising to Franchisee.

11.6 Cooperative Advertising

Franchisor has the right, in its sole discretion, to designate any region or area in which two (2) or

more Franchised Businesses are operating as an area in which to establish a Cooperative Fund. If a

Cooperative Fund is formed among franchisees within a region, the Cooperative Fund must receive

Franchisor’s approval, which will not be unreasonably withheld. The Cooperative Fund will conduct

advertising campaigns for the Franchised Businesses located in that region. Contributions to a

Cooperative Fund are determined by majority vote the Franchised Businesses in the Cooperative Fund.

Any amounts paid to a Cooperative Fund will count as part of Franchisee’s local advertising requirement;

provided, however, that in the event any contribution to a Cooperative Fund is less than the amount

Franchisee is required to expend for local advertising, Franchisee shall nevertheless be required to spend

the difference locally.

Each Franchised Business owned by franchisees, Franchisor or Franchisor’s affiliate(s) that are

members of a Cooperative Fund will have one (1) vote on Cooperative Fund matters, regardless of the

number of Zones owned by such Franchised Business. Subject to Franchisor’s approval, the members of

the Cooperative Fund shall determine the contributions to be made to the Cooperative Fund by each

Franchised Business. If the members choose to base contributions on a percentage of Gross Sales, then

the percentage to be contributed shall not exceed one-half (1/2) of Franchisee’s local advertising

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requirement. Alternatively, if the members choose to require a flat fee contribution, then the flat fee shall

be assessed and payable on each Zone owned by each Franchised Business (therefore, a Franchised

Business that has three (3) Zones will pay three (3) times the amount to be paid by a Franchised Business

that has one (1) Zone). In either case, the fee contribution shall not exceed one-half (1/2) of Franchisee’s

local advertising requirement, unless otherwise agreed to by the unanimous vote of the members of the

Cooperative Fund.

If a Cooperative Fund for Franchisee’s area was established before Franchisee began to operate

his/her Franchised Business, then Franchisee shall immediately join that Cooperative Fund upon the

opening of the Franchised Business. If a Cooperative Fund for Franchisee’s area is established after

Franchisee begins to operate the Franchised Business, Franchisee will have thirty (30) days to join the

new Cooperative Fund. An individual Franchised Business will not be required to be a member of more

than one Cooperative Fund. If Franchisor (or its affiliate) contribute to a Cooperative Fund, Franchisor

(or its affiliate) will have the same voting rights as other Franchised Businesses in the Cooperative Fund.

11.7 Social Media Policy

Franchisee shall strictly comply with Franchisor’s social media policy, as described in the Manual

and as it may be amended or updated from time to time, related to social and/or networking internet

websites, including, but not limited to, Facebook, MySpace, Youtube, Yelp, LinkedIn and Twitter.

ARTICLE XII

REPORTING AND FINANCIAL MANAGEMENT REQUIREMENTS

12.1 Record Keeping

Franchisee shall keep true and accurate records, including those which may be specified by

Franchisor from time to time, from which all sums payable under this Agreement and the dates of accrual

thereof may be readily determined. Franchisee shall keep such records on his/her business premises at all

times, unless Franchisor permits them to be kept at another location. In any event, Franchisee shall at all

times inform Franchisor of any change in the location of Franchisee’s said records. Franchisee shall be

required to make all data and records available to Franchisor upon request. All data retrieved by

Franchisor from Franchisee shall become Franchisor’s property. Franchisor reserves the right, in its sole

discretion, to share Franchisee’s data, including but not limited to reports and performance information

but excluding any personal data, with other franchisees in the System for purposes of comparison and

development.

12.2 Reporting Systems

Franchisee agrees to utilize such reporting and financial control systems as Franchisor may direct.

12.2.1 Franchisee shall maintain on forms approved or provided by Franchisor a

monthly sales report and monthly profit and loss statement accurately reflecting the operations and

condition of said business.

12.2.2 Franchisee shall employ such methods of filing, record-keeping, bookkeeping,

accounting and reporting as Franchisor shall from time to time reasonably require.

12.2.3 Franchisee shall adopt and shall strictly adhere to such methods for control and

protection of cash receipts (and of records pertaining thereto) as Franchisor may from time to time direct.

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12.3 Reports

To enable Franchisor to verify the Continuing Royalty Fees, Support Fees, Brand Development

Fees and other payments due hereunder and to monitor the progress of Franchisee and Franchisee’s

compliance with this Agreement, in addition to reports otherwise required under this Agreement,

Franchisee shall provide to Franchisor written reports in such form and at such times as Franchisor may

prescribe. In addition, Franchisor shall, at all times, have on-line access to Franchisee’s reports.

12.3.1 Franchisee shall be required to provide the following reports to Franchisor:

(a) By the second (2

) and seventeenth (17

) day of the month, a report of

the sales and income of Franchisee’s Franchised Business for the previous period, including such detail as

Franchisor may require and in the format required by Franchisor. For the report due to Franchisor on the

second (2

) of each month, the period on which the report is based shall include the sixteenth (16

) day

of the previous month through the end of the previous month. For the report due to Franchisor on the

seventeenth (17

) day of the month, the period on which the report is based shall include the first (1

)

through fifteenth (15

) days of the current month;

(b) By the eighth (8

) day of the month, a report on all disposal, team, fuel,

and marketing costs for the previous month;

) day of each month, an income report for the

Franchised Business, including such detail as Franchisor may require and in the format required by

Franchisor; and

(d) By April 15

of each year, an annual income statement prepared on a

calendar year basis, including such detail as Franchisor may require and in the format required by

Franchisor.

(e) Franchisor reserves the right to require Franchisee to submit his/her

reports at any frequency it chooses, such as weekly, monthly, quarterly, etc.

12.3.2 In the event that Franchisee fails for any reason to provide any of the reports

hereinabove required within the prescribed time, Franchisee shall pay a late reporting fee equal to Five

Dollars ($5.00) per hour for each hour or partial hour that such report is late. This fee will only be

imposed after 3 written warnings of a violation. Neither the requirement nor the receipt of such late

reporting fees shall be deemed to waive or restrict the right of Franchisor to declare a default in, and

terminate, this Agreement for Franchisee’s failure to make timely reports.

12.3.3 Reports shall be deemed timely made if personally delivered to the offices of

Franchisor, electronically transmitted to and received by Franchisor, or postmarked by the U.S. Postal

Service (with proper first-class postage prepaid) on or before the required date.

12.4 Audit

Franchisor and its authorized representatives shall have the right at all times during the business

day to enter Franchisee’s Franchised Business or any other location where books and records relative to

the Franchised Business are kept, and to inspect, copy and audit such books and records, including,

without limitation, Franchisee’s state and federal income tax returns and state sales and use tax and

personal property tax returns, and Franchisee hereby waives any privileges with regard to any tax returns.

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Franchisee shall cooperate completely and in good faith with such audit, and shall provide and explain all

records requested by such auditor or necessary to provide information sought by such auditor.

12.4.1 In the event that any such inspection or audit reveals a variance of more than two

percent (2%) from amounts reported by Franchisee to Franchisor, Franchisee shall pay the amount of the

deficiency or Five Hundred Dollars ($500), whichever is greater, and shall reimburse Franchisor for the

cost of such audit. In addition to any other rights it may have, including the right of termination of this

Agreement, Franchisor may conduct such further periodic audits and/or inspections of Franchisee’s books

and records as it reasonably deems necessary for up to one (1) year thereafter at Franchisee’s sole

expense, including, without limitation, reasonable professional fees, travel, and lodging expenses directly

related thereto.

12.4.2 If such audit or inspection discloses that Franchisee has underpaid any sums due

Franchisor under this Agreement, Franchisee shall pay the same immediately. If such audit or inspection

reveals any overpayment by Franchisee, the amount thereof shall be credited against continuing fees next

falling due.

12.4.3 In the event that there is a deficiency two (2) times in any twelve (12) month

period, this second deficiency shall be considered a material default of this Agreement and Franchisor

shall have the right to terminate this Agreement without providing Franchisee the opportunity to cure the

default.

ARTICLE XIII

INDEPENDENT CONTRACTOR AND INDEMNIFICATION

13.1 Independent Parties

It is understood and agreed by the parties hereto that this Agreement does not create a fiduciary

relationship between them, that Franchisee is, and shall at all times be and remain, an independent

contractor, and that nothing in this Agreement is intended to constitute either party as an agent, legal

representative, subsidiary, joint venturer, partner, employee, or servant of the other for any purpose

whatsoever.

13.2 Independent Contractor

During the term of this Agreement and any renewal hereof, Franchisee shall hold himself/herself

out to the public as an independent contractor operating the business pursuant to a franchise granted by

the Franchisor. Franchisee shall take such affirmative action as may be necessary to indicate same,

including, without limitation, exhibiting a notice of that fact in a conspicuous place on the Service

Vehicle, business cards, and letterhead, the content of which the Franchisor reserves the right to specify.

13.3 Indemnification by Franchisee

Franchisee agrees at all times to defend, at his/her own cost, and to indemnify and hold harmless

to the fullest extent permitted by law, Franchisor, its corporate parent, the corporate subsidiaries,

affiliates, successors, assigns, and designees of either entity and the respective directors, officers,

employees, agents, shareholders, designees, and representatives of each (Franchisor and all others

hereinafter referred to collectively as “Indemnitees”) from all losses and expenses (as hereinafter

defined) incurred in connection with any action, suit, proceeding, claim, demand, investigation, or formal

or informal inquiry (regardless of whether same is reduced to judgment) or any settlement thereof which

arises out of or is based upon any of the following: Franchisee’s infringement or any other violation of

any patent, trademark or copyright or other proprietary right owned or controlled by third parties;

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Franchisee’s violation or breach of any contract, federal, state, or local law, regulation, ruling, standard,

or directive or of any industry standard; libel, slander or any other form of defamation by Franchisee;

Franchisee’s violation or breach of any warranty, representation, agreement, or obligation in this

Agreement; any acts, errors, or omissions of Franchisee or any of his/her agents, servants, employees,

contractors, partners, proprietors, affiliates, or in any manner in connection with the Franchised Business;

the inaccuracy, lack of authenticity, or non-disclosure of any information by Franchisee; any service

provided by Franchisee at, from, or related to the operation at the Approved Location or from the Service

Vehicle; or any services provided by any affiliated or non-affiliated participating entity. For the purpose

of this Section, the term “losses and expenses” shall be deemed to include all losses, compensatory,

exemplary or punitive damages, fines, charges, costs, expenses, lost profits, attorneys’ fees, experts’ fees,

court costs, settlement amounts, judgments, compensation for damages to Franchisor’s reputation and

goodwill, costs of or resulting from delays, financing, costs of advertising material and media time/space,

and costs of changing, substituting, or replacing same, and any and all expenses of recall, refunds,

compensation, public notices, and other such amounts incurred in connection with the matters described.

Franchisee agrees to give Franchisor notice of any such action, suit, proceeding, claim, demand, inquiry,

or investigation. Franchisor reserves the right to assume the defense for such action, suit, proceeding,

claim, demand, inquiry or investigation, at Franchisee’s expense. The foregoing indemnification shall not

apply to losses or expenses arising from Franchisor’s gross negligence or willful acts.

13.3.1 At the expense and risk of Franchisee, Franchisor may elect to assume (but under

no circumstance is obligated to undertake) the defense and/or settlement of any such action, suit,

proceeding, claim, demand, inquiry or investigation, provided that Franchisor will seek the advice and

counsel of Franchisee and shall keep Franchisee informed with regard to any such proposed or

contemplated settlement(s). Such an undertaking by Franchisor shall in no manner or form diminish

Franchisee’s obligation to indemnify Franchisor and to hold it harmless.

13.3.2 All losses and expenses incurred under this Section 13.3 shall be chargeable to

and paid by Franchisee pursuant to his/her obligations of indemnity under this Section, regardless of any

actions, activity or defense undertaken by Franchisor or the subsequent success or failure of such actions,

activity or defense.

13.3.3 The Indemnitees do not assume any liability whatsoever for acts, errors, or

omissions of those with whom Franchisee may contract, regardless of the purpose. Franchisee shall hold

harmless and indemnify the Indemnitees for all losses and expenses which may arise out of any acts,

errors, or omissions of these third parties.

13.3.4 Under no circumstances shall the Indemnitees be required or obligated to seek

recovery from third parties or otherwise mitigate their losses in order to maintain a claim against

Franchisee. Franchisee agrees that the failure to pursue such recovery or mitigate loss will in no way

reduce the amounts recoverable by the Indemnitees from Franchisee.

13.4 Indemnification by Franchisor

Franchisor agrees at all times to defend, at its own cost, and to indemnify and hold harmless to

the fullest extent permitted by law Franchisee, its corporate parent, the corporate subsidiaries, affiliates,

successors, assigns, and designees of either entity, and the respective directors, officers, employees,

agents, shareholders, designees, and representatives of each from all losses and expenses (as hereinafter

defined) incurred in connection with any action, suit, proceeding, claim, demand, investigation, or formal

or informal inquiry (regardless of whether same is reduced to judgment) or any settlement thereof which

arises out of or is based upon any of the following: Franchisor’s infringement or any other violation of

any patent, trademark, or copyright or other proprietary right owned or controlled by third parties;

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Franchisor’s violation or breach of any contract, federal, state, or local law, regulation, ruling, standard,

or directive or of any industry standard; libel, slander, or any other form of defamation by Franchisor;

Franchisor’s violation or breach of any warranty, representation, agreement, or obligation in this

Agreement. For the purpose of this Section, the term “losses and expenses” shall be deemed to include all

losses, compensatory, exemplary, or punitive damages, fines, charges, costs, expenses, lost profits,

attorneys’ fees, experts’ fees, court costs, settlement amounts, judgments, compensation for damages to

Franchisee’s reputation and goodwill, costs of or resulting from delays, financing, costs of advertising

material and media time/space, and costs of changing, substituting, or replacing same, and any and all

expenses of recall, refunds, compensation, public notices and other such amounts incurred in connection

with the matters described. Franchisor agrees to give Franchisee notice of any such action, suit,

proceeding, claim, demand, inquiry, or investigation. The foregoing indemnification shall not apply to

losses or expenses arising from Franchisee’s gross negligence.

ARTICLE XIV

CONFIDENTIAL INFORMATION

14.1 Franchisee shall not, during the term of this Agreement or at any time thereafter,

communicate, divulge, or use for the benefit of any other person, persons, partnership, association or

corporation any confidential information or Know How concerning, among other things, client identities

and information, as well as the methods of operation of the Franchised Business hereunder which may be

communicated to Franchisee, or of which Franchisee may become apprised, by virtue of the operation of

the Franchised Business at the Approved Location or from the Service Vehicle under this Agreement.

Franchisee shall divulge such confidential information only to such of his/her employees or officers and

directors who must have access to it in order to operate the Franchised Business. Any and all

information, knowledge and know how, including, without limitation, the materials, equipment,

specifications, techniques, and other data which the Franchisor designates as confidential shall be deemed

confidential for purposes of this Agreement, except information which Franchisee can demonstrate came

to his/her attention prior to disclosure thereof by the Franchisor; or which, at the time of disclosure by the

Franchisor to Franchisee, had become a part of the public domain through publication or communication

by others; or which, after disclosure to Franchisee by the Franchisor, becomes a part of the public domain

through publication or communication by others.

14.2 Franchisee shall require all personnel having access to any Know How or confidential

information provided by the Franchisor, or otherwise playing a role in the solicitation or provision of the

Services or related services to clients, to execute covenants that they will maintain the confidentiality of

information they received in connection with their employment or engagement by Franchisee, in

accordance with the form provided as Exhibit “B” hereto. It is expressly understood that Franchisor is

designated as a third party beneficiary of such covenants with the independent right to enforce them.

14.3 Franchisee acknowledges that any actual or threatened failure to comply with the

requirements of this Article XIV will cause the Franchisor to suffer immediate and irreparable injury,

non-compensable by the payment of mere money damages, permitting Franchisor with or without notice

to seek immediate injunctive relief. Franchisee agrees to pay all court costs and reasonable attorneys’

fees incurred by the Franchisor when Franchisor seeks to obtain specific performance or an injunction

against violation of the requirements of this Article XIV.

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ARTICLE XV

COVENANTS NOT TO COMPETE

15.1 In-Term Covenants

Franchisee specifically acknowledges that, pursuant to this Agreement, Franchisee shall receive

valuable training and confidential information, including, without limitation, information regarding the

promotional, operational, sales, and marketing methods and techniques of the Franchisor and the System,

and that the covenants not to compete set forth below are fair and reasonable and will not impose any

undue hardship on Franchisee, since Franchisee has other considerable skills, experience, and education

which afford Franchisee the opportunity to derive income from other endeavors. Franchisee covenants

that during the term of this Agreement and for a period of two (2) years thereafter, except as otherwise

approved in writing by the Franchisor, Franchisee shall not, either directly or indirectly, for

himself/herself, or through, on behalf of, or in conjunction with any person, persons, or legal entity:

15.1.1 Divert or attempt to divert any business or client of the Franchised Business

hereunder to any competitor, by direct or indirect inducement or otherwise, or do or perform, directly or

indirectly, any other act injurious or prejudicial to the goodwill associated with the Proprietary Marks and

the System;

15.1.2 Knowingly employ or seek to employ any person who is at that time employed

by the Franchisor or by any other franchisee of the Franchisor, or otherwise directly or indirectly induce

or seek to induce such person to leave his or her employment; or

15.1.3 Own, maintain, advise, help, invest in, make loans to, be employed by, engage in,

or have any interest in any business (including any business operated by Franchisee prior to entry into this

Agreement) specializing, in whole or in part, in the activities conducted by the Franchisee, and any other

type of service which Franchisee may be authorized to render hereunder and sell any other products and

services which Franchisee may be authorized to sell hereunder.

15.2 Post-Term Covenants

Franchisee covenants that, except as otherwise approved in writing by the Franchisor, Franchisee

shall not, for a continuous uninterrupted period commencing upon the expiration or termination of this

Agreement, regardless of the cause for termination, or upon transfer of this Agreement or the Franchised

Business pursuant to Article XVI hereof, and continuing for two (2) years thereafter (and in case of any

violation of this covenant, for two (2) years after the violation ceases), either directly or indirectly, for

himself/herself, or through, on behalf of, or in conjunction with any person, persons, partnership, or

corporation, own, maintain, advise, help, invest in, make loans to, be employed by, engage in, or have any

interest in any business specializing, in whole or in part, in the activities conducted by the Franchisee or

any other type of service which Franchisee may be authorized to render hereunder:

15.2.1 Within a radius of fifty (50) miles of Franchisee’s premises or Approved

Location; or

15.2.2 Within a radius of fifty (50) miles of the location of any business using the

System and/or the Proprietary Marks, whether franchised or owned by the Franchisor or its subsidiary or

affiliated companies.

Notwithstanding the foregoing, if this Agreement is for a conversion franchise, the provisions of

this Section 15.2 shall be waived.

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15.3 Amendment of Covenants

The parties agree that each of the foregoing covenants shall be construed as independent of any

other covenant or provision of this Agreement. If all or any portion of a covenant in this Article XV is

held unreasonable or unenforceable by a court or agency having valid jurisdiction in any unappealed final

decision to which the Franchisor is a party, Franchisee expressly agrees to be bound by any lesser

covenant subsumed within the terms of such covenant that imposes the maximum duty permitted by law

as if the resulting covenant were separately stated in and made part of this Article XV.

15.4 Franchisor May Amend

Franchisee understands and acknowledges that the Franchisor shall have the right, in its sole

discretion, to reduce the scope of any covenant set forth in Sections 15.1 and 15.2 of this Agreement, or

any portion thereof, without Franchisee’s written consent, effective immediately upon receipt by

Franchisee of written notice thereof. Franchisee agrees that he/she shall comply forthwith with any

covenant as so modified, which will be fully enforceable notwithstanding the provisions of this Article

XV.

15.5 Existence of Claim

Franchisee expressly agrees that the existence of any claim that he/she may have against the

Franchisor, whether or not arising from this Agreement, shall not constitute a defense to the enforcement

by the Franchisor of the covenants in this Article XV.

15.6 Injunction

Franchisee acknowledges that any threatened or actual failure to comply with the requirements of

this Article XV would cause the Franchisor to suffer immediate and irreparable injury for which no

adequate remedy at law may be available, and Franchisee hereby accordingly consents to the ex parte

entry of an injunction prohibiting any conduct by Franchisee in violation of the terms of this Article XV.

The Franchisor may further avail itself of any other legal or equitable rights and remedies which it may

have under this Agreement, statute, common law or otherwise.

15.7 Additional Covenants

At the Franchisor’s request, Franchisee shall require and obtain execution of covenants identical

in scope to those set forth in this Article XV (including covenants applicable upon the termination of a

person’s relationship with Franchisee) from any or all of the following persons:

15.7.1 Any key persons employed by Franchisee who have received training from

Franchisor (it being understood that employees with the rank of “crew leader” and above will be

considered “key persons”);

15.7.2 All officers, directors and holders of a beneficial interest of five (5%) percent or

more of the securities of Franchisee, and of any entity directly or indirectly controlling Franchisee, if

Franchisee is a corporation or limited liability company;

15.7.3 The general partners and any limited partners (including any corporation or

limited liability company, and the officers, directors, and holders of a beneficial interest of five (5%)

percent or more of the securities of any corporation which controls, directly or indirectly, any general or

limited partner), if Franchisee is a partnership; and

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15.7.4 Each covenant required to be executed pursuant to this Section 15.7 shall be on a

form supplied by the Franchisor, including, without limitation, specific identification of the Franchisor as

a third party beneficiary of such covenants with the independent right to enforce them. Failure by

Franchisee to obtain execution of a covenant required by this Section 15.7 shall constitute a default under

Section 17.2 hereof.

15.8 Liquidated Damages

If Franchisee fails to comply with any non-competition covenant required by this Agreement,

Franchisee agrees to (a) immediately cease and desist such non-compliance, and (b) pay to Franchisor

liquidated damages in the amount of Ten Thousand Dollars ($10,000) for such violation. Franchisor also

reserves the right to terminate this Agreement, in its discretion.

ARTICLE XVI

ASSIGNMENT AND RIGHT OF FIRST REFUSAL

16.1 Assignment by Franchisor

Franchisor shall have the right, without the need for Franchisee’s consent, to assign, transfer or

sell its rights under this Agreement to any person, partnership, corporation or other legal entity provided

that the transferee agrees in writing to assume all obligations undertaken by Franchisor herein and

Franchisee receives a statement from both Franchisor and its transferee to that effect. Upon such

assignment and assumption, Franchisor shall be under no further obligation hereunder, except for accrued

liabilities, if any. Franchisee further agrees and affirms that Franchisor may go public; may engage in a

private placement of some or all of its securities; may merge, acquire other corporations, or be acquired

by another corporation; and/or may undertake a refinancing, recapitalization, leveraged buyout or other

economic or financial restructuring. With regard to any of the above sales, assignments and dispositions,

Franchisee expressly and specifically waives any claims, demands or damages arising from or related to

the loss of Franchisor’s name, Proprietary Marks (or any variation thereof) and System and/or the loss of

association with or identification of CHHJ Franchising L.L.C. as Franchisor under this Agreement.

Franchisee specifically waives any and all other claims, demands or damages arising from or related to

the foregoing merger, acquisition and other business combination activities including, without limitation,

any claim of divided loyalty, breach of fiduciary duty, fraud, breach of contract or breach of the implied

covenant of good faith and fair dealing.

Franchisee agrees that Franchisor has the right, now or in the future, to purchase, merge, acquire

or affiliate with an existing competitive or non-competitive franchise network, chain or any other

business, regardless of the location of that chain’s or business’ facilities, and to operate, franchise or

license those businesses and/or facilities as College Hunks Moving® facilities operating under the

Proprietary Marks or any other marks following Franchisor’s purchase, merger, acquisition or affiliation,

regardless of the location of these facilities, which Franchisee acknowledges may be proximate to

Franchisee’s location.

If Franchisor assigns its rights in this Agreement, nothing herein shall be deemed to require

Franchisor to remain in the business of providing junk removal services or to offer or sell any products or

related services to Franchisee.

Franchisee acknowledges that Franchisor may assign this Agreement as part of a sale, transfer or

other disposition of all or part of the System to an entity or entities which engage(s) in similar or

competitive businesses. Franchisee acknowledges that any such successor shall be deemed to possess, in

addition to all other rights, those specific rights reserved to Franchisor in Section 3.2 hereof; provided,

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however, that in the event of a sale or merger by Franchisor with a competitive franchise network, chain

or other business, and if such sale or merger would result in a competing business being located in

Franchisee’s Designated Territory, Franchisee shall have the option, to be exercised within thirty (30)

days after notice from Franchisor concerning such sale or merger, to request that Franchisor buy back the

Franchised Business according to the terms and conditions set forth in Article XXII below.

16.2 Assignment by Franchisee

Neither Franchisee’s interest in this Franchise Agreement nor any of his/her rights or privileges

hereunder, nor the Franchised Business nor any interest therein, may be assigned, transferred, shared or

divided, voluntarily or involuntarily, directly or indirectly, without the prior written consent of

Franchisor, which shall not be unreasonably withheld, and without the Franchisee first complying with

Section 16.2.1 hereof. (The use of the term “assignment” herein encompasses any actual or purported

assignment, sale, transfer or other arrangement having the purpose or effect of shifting ownership or

control interests in the Franchised Business.) Any actual or purported assignment of this Agreement or of

the Franchised Business in violation of the terms hereof shall be null and void and shall constitute an

incurable breach of this Agreement. The actual or purported transfer in the aggregate of more than fifty

(50%) percent of the Franchised Business shall be deemed to be an “assignment” hereunder.

16.2.1 Franchisor’s consent (such consent not to be unreasonably withheld) to any

assignment is subject to the following conditions:

(a) The assignee must demonstrate that it has the skills, qualifications,

licensing and economic resources necessary, in Franchisor’s judgment, to conduct the Franchised

Business and to fulfill its obligations to Franchisee and to Franchisor.

(b) The assignee must expressly assume in writing all of the obligations of

Franchisee under this Franchise Agreement.

complied with all of his/her obligations to Franchisor, whether under this Agreement or any other

agreement, arrangement or understanding with Franchisor.

(d) The assignee must execute a new Franchise Agreement in the form and

on the terms and conditions then being offered by Franchisor to franchisees (except that the assignee shall

not be obligated to pay another Initial Franchise Fee). The term of such new Franchise Agreement shall

expire on the expiration date of this Franchise Agreement.

(e) Franchisee shall pay the Franchisor a transfer fee equal to Fifteen

Thousand Dollars ($15,000) for Franchisee’s entire Designated Territory.

(f) The assignee shall satisfactorily complete the training then required of all

new franchisees.

(g) Franchisor shall be furnished copies of the executed contract between

Franchisee and any such assignee and all related documentation.

(h) The Franchisee must have executed a general release in a form

satisfactory to the Franchisor of any and all claims against the Franchisor, its subsidiaries, affiliates, and

designees, and its officers, directors, shareholders and employees in their corporate and individual

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capacities, including, without limitation, claims arising under federal, state and local laws, rules and

ordinances.

(i) The assignee shall not be affiliated in any way with a competitor of

Franchisor.

16.2.2 Upon the death of Franchisee, or in the event Franchisee is determined to suffer

any legal incapacity (or, if Franchisee is a corporation, limited liability company or partnership, then upon

the death or legal incapacity of the shareholder, member or partner responsible for the operation of

Franchised Business), the transfer of Franchisee’s interest to his/her heirs, legatees, personal

representatives or conservators, surviving partner(s) or fellow shareholder(s), as applicable, shall not

constitute an “assignment” hereunder and shall not give rise to the Franchisor’s right of first refusal to

purchase the Franchised Business as set forth in Section 16.4 hereof, if the following conditions are met:

(a) The heirs, legatees, personal representatives, conservators, surviving

partner(s) or fellow shareholder(s), as applicable, meet the Franchisor’s standards for qualification of new

franchisees and agree in writing to be bound by the terms and conditions of this Agreement.

(b) Within ninety (90) days after the death or incapacity of the Franchisee

(or, if Franchisee is a corporation, limited liability company or a partnership, within ninety (90) days after

the death or incapacity of the principal shareholder, member or partner of Franchisee responsible for the

operation of the Franchised Business), a person designated by Franchisee’s heirs, legatees, personal

representative(s), conservator(s), surviving partners or fellow shareholders or members, as applicable,

shall have satisfactorily completed Franchisor’s then-current training requirements. If at the time of such

death or incapacity Franchisee has employed a manager who has satisfactorily completed any version of

Franchisor’s Training Program, this requirement shall be deemed satisfied.

operations which would cause harm to the Franchised Business, thereby depreciating the value thereof,

Franchisee authorizes Franchisor, who may, at its option, in the event that Franchisee is absent for any

reason or is incapacitated by reason of illness and is unable, in the sole and reasonable judgment of

Franchisor, to operate the Franchised Business, operate the Franchised Business for so long as Franchisor

deems necessary and practical, and without waiver of any other rights or remedies Franchisor may have

under this Agreement. All monies from the operation of the Franchised Business during such period of

operation by Franchisor shall be kept in a separate account, and the expenses of the Franchised Business,

including reasonable compensation and expenses for Franchisor’s representative, shall be charged to said

account. If, as herein provided, Franchisor temporarily operates the Franchised Business franchised

herein for Franchisee, Franchisee agrees to indemnify and hold harmless Franchisor and any

representative of Franchisor who may act hereunder, from any and all acts which Franchisor may

perform, as regards the interests of Franchisee or third parties.

16.3 Transfer to a Corporation or Limited Liability Company

In the event Franchisee desires to transfer his/her interests herein to a corporation or limited

liability company formed by Franchisee solely for the convenience of ownership, Franchisee must obtain

the prior written consent of Franchisor, which consent shall be granted if:

16.3.1 Franchisee shall be the owner of all the voting stock of the corporation or all of

the membership interests, as applicable, or, if Franchisee comprises more than one (1) individual, each

such individual shall have the same proportionate ownership interest in the corporation or limited liability

company as it held in Franchised Business prior to the contemplated transfer; and

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16.3.2 Appropriate forms of corporate resolutions, minutes and/or consents, which have

been duly adopted, are furnished to Franchisor prior to the transfer.

16.4 Right of First Refusal

The right of Franchisee to assign, transfer or sell his/her interest in this Agreement (voluntarily or

by operation of law) and/or the Franchised Business, as provided above, shall be subject to Franchisor’s

right of first refusal with respect thereto. (Franchisor shall maintain the option of waiving this right in

writing.) That is, Franchisor shall have the right to be offered by Franchisee the opportunity to purchase

such interest in this Agreement and/or the Franchised Business on the terms and conditions which have

been offered to and accepted by a third party in a wholly arms-length transaction. Franchisor’s right of

first refusal shall be exercised in the following manner:

16.4.1 Franchisee shall serve upon Franchisor a written notice setting forth all of the

terms and conditions of the proposed assignment which shall specify the purchase price established by the

parties and include reasonably complete information concerning the identity, financial standing and

character of the proposed purchaser. Franchisee shall attach to such notice a copy of a binding agreement

between Franchisee and the proposed purchaser, which agreement shall, however, be subject to

cancellation if Franchisor exercises its right of first refusal hereunder or disapproves of the proposed

transfer under Section 16.2.

16.4.2 Within thirty (30) days after Franchisor’s receipt of such notice (or, if Franchisor

shall request additional information, within thirty (30) days after receipt of such additional information),

Franchisor may, at its option, purchase the Franchised Business upon the terms and conditions specified

in the notice and the agreement attached thereto.

16.4.3 If Franchisor shall elect not to exercise its right of first refusal and shall consent

to an assignment, Franchisee shall, subject to the provisions of this Article, be free to assign this

Agreement and/or the Franchised Business to such proposed assignee on the terms and conditions

specified in said notice and the agreement attached thereto. If, however, the terms of such agreement

shall be materially modified after submission thereof to the Franchisor, Franchisor shall have such right to

evaluate such modified agreement for an additional thirty (30) days and, if it chooses to do so, exercise its

right of first refusal with respect thereto.

16.5 Franchisor Must Approve

Franchisee shall not have the right to pledge, encumber, hypothecate or otherwise give any third

party any security interest in this Agreement or in the Proprietary Properties or the Franchised Business in

any manner whatsoever without the express written permission of Franchisor, which permission may be

withheld for any reason.

16.6 Addition of Principal

If, at any time during the term of this Agreement, Franchisee wishes to add a person to this

Agreement, whether as “Franchisee” or as one of Franchisee’s Principals, Franchisee agrees to pay

Franchisor a fee equal to Two Thousand Five Hundred Dollars ($2,500) to reimburse Franchisor for all

costs related to such addition unless such person is a spouse or children of Franchisee or its Principals. In

any event any additional person must meet Franchisor’s qualifications and standards for franchisees.

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ARTICLE XVII

DEFAULT AND TERMINATION

17.1 Termination Upon Receipt of Notice

Franchisee shall be deemed to be in default under this Agreement, and all rights granted herein

shall automatically terminate upon receipt of notice to Franchisee, if Franchisee, or any of Franchisee’s

partners, if Franchisee is a partnership, or any of its officers, directors, shareholders, or members, if

Franchisee is a corporation or limited liability company, or the Franchised Business shall become

insolvent; or if Franchisee shall make a general assignment for the benefit of creditors; or if a petition in

bankruptcy is filed by or against Franchisee or the Franchised Business and is not dismissed within sixty

(60) days of the filing thereof; or if Franchisee or the Franchised Business is adjudicated as bankrupt or

insolvent; or if a bill in equity or other proceeding for the appointment of a receiver or other custodian of

Franchisee or the Franchised Business or its assets is filed and consented to by Franchisee or the

Franchised Business; or if a receiver or other permanent or temporary custodian of Franchisee’s assets or

property, or any part thereof, or of the Franchised Business is appointed by any court of competent

jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be

instituted by or against Franchisee or the Franchised Business; or if a final judgment against Franchisee or

the Franchised Business remains unsatisfied or of record for thirty (30) days or longer (unless a

supersedeas bond is filed); or if Franchisee or the Franchised Business is dissolved; or if a suit to

foreclose any lien or mortgage against the Franchisee or the Franchised Business with respect to his/her or

its personal, real or mixed property is instituted against Franchisee or the Franchised Business and is not

dismissed within thirty (30) days from the date such suit is instituted; or if execution is levied against

Franchisee or the Franchised Business or the property of either of them; or if the real or personal property

of Franchisee or the Franchised Business shall be sold after levy thereupon by any sheriff, marshal or

constable.

17.2 Termination Without Right to Cure

Upon the occurrence of any of the following events, Franchisee shall be deemed to be in default

and Franchisor may, in its sole and exclusive discretion, terminate this Agreement and all rights granted

hereunder without affording Franchisee any opportunity to cure the default. Termination under this

Section shall be effective immediately upon the earlier of the occurrence of any of the following or

receipt of notice by Franchisee:

17.2.1 If Franchisee abandons the Franchised Business by failing to operate such

business for a period of ten (10) consecutive days, or any shorter period after which it is reasonable for

Franchisor to conclude that Franchisee does not intend to continue to operate the Franchised Business,

unless such failure to operate is due to fire, flood, earthquake, or other similar causes beyond the

reasonable control of Franchisee;

17.2.2 If Franchisee, or any owner or shareholder, director or officer of a corporate or

limited liability company franchisee, or any partner or officer of a franchisee conducting business as a

partnership, is convicted of a felony, a fraud, a crime involving moral turpitude or any other crime or

offense that Franchisor believes is reasonably likely to have an adverse effect on the System, the

Proprietary Marks, or the goodwill associated therewith;

17.2.3 If the Franchisee makes any material misrepresentation relating to the creation,

acquisition or operation of the Franchised Business or engages in conduct which reflects materially and

unfavorably upon the operation and reputation of the Franchised Business, Franchisor or the System;

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17.2.4 If a second (2

) default by Franchisee occurs within any twelve (12) month

period, notwithstanding that a prior default was cured;

17.2.5 If Franchisee’s default under this Agreement is by its very nature incapable of

being cured;

17.2.6 If Franchisee fails to attend and successfully complete Franchisor’s Training

Program, fails to satisfactorily complete any required enrichment training, or fails to attend the required

Annual Meeting a second time, and such absence is not excused by Franchisor; or

17.2.7 If Franchisee fails to pay the minimum required Continuing Royalty Fee for

ninety (90) consecutive days at any time during the term of this Agreement.

17.3 Termination With Right to Cure

Except as otherwise provided in this Agreement, Franchisee shall have either ten (10) or thirty

(30) days after receipt from Franchisor of a written notice of termination in which to remedy any default

hereunder (or, if the default cannot reasonably be cured within such ten (10) or thirty (30) day period, to

initiate within that time substantial and continuing action to cure the default) and to provide evidence

thereof to Franchisor. If any default is not cured within that time (or if substantial and continuing action

to cure the default is not initiated within that time), or such other period as applicable law may require,

this Agreement shall terminate without further notice to Franchisee effective immediately upon expiration

of the thirty (30) day period, or such longer period as applicable law may require. Such defaults shall

include, without limitation, the occurrence of any of the following events:

17.3.1 If Franchisee fails, refuses or neglects promptly to pay when due any monies

owed to Franchisor (or its affiliates, subsidiaries or designees) or to Franchisee’s landlord or fails, refuses

or neglects promptly to submit financial or other information required by Franchisor under this

Agreement, or makes any false statements in connection therewith;

17.3.2 If Franchisee fails to obtain Franchisor’s prior written approval or consent where

the same is required pursuant to this Agreement;

17.3.3 If Franchisee misuses, or uses in an unauthorized manner, any of Franchisor’s

Proprietary Marks, Know How, Copyrights or Software or materially impairs the goodwill associated

therewith or Franchisor’s rights therein;

17.3.4 If Franchisee participates in any business or in the marketing of any service or

product under a name or mark which, in Franchisor’s opinion, is confusingly similar to any of the

Proprietary Marks or if Franchisee (or any of its equity holders, directors, officers, partners or employees)

acquires any interest in a business similar to the Franchised Business, except that Franchisee or such other

persons may own less than five percent (5%) of the shares of any company listed on any national or

regional securities exchange or whose shares are traded through a recognized exchange;

17.3.5 If Franchisee violates or fails to comply with any state or federal law or

ordinance that in any manner relates to or impacts upon the provision of or ability to provide junk

removal and related services hereunder by Franchisee as an entity, or by any individuals who exercise any

level of dominion or control over the operations of Franchisee, including, without limitation, a conviction

based upon such a violation, allegation or charge of such violation without explanation that Franchisor

shall deem to be reasonably satisfactory, or failure on Franchisee’s part to inform Franchisor of the

existence of, threat of, charge or allegation of, or conviction of such violation;

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17.3.6 If Franchisor exercises its right to buy-out Franchisee pursuant to Section 21.1

and Franchisee refuses to accept the buy-out;

17.3.7 If Franchisee sells, sublicenses, assigns or transfers any interest in this

Agreement or the Franchised Business in violation of this Agreement, following a thirty (30) day notice

to cure;

17.3.8 If Franchisee violates any covenant not to compete set forth in Article XV of this

Agreement, following a thirty (30) day notice to cure;

17.3.9 If Franchisee fails to commence the operation of the Franchised Business within

the time provided in this Agreement, following a thirty (30) day notice to cure;

17.3.10 If Franchisee purports to transfer any rights or obligations under this Agreement

or any interest in Franchisee to any third party without Franchisor’s prior written consent or otherwise in

violation of the terms of this Agreement following a thirty (30) day notice to cure;

17.3.11 If Franchisee fails or refuses to perform junk removal and related services for

clients following a ten (10) day notice to cure; or

17.3.12 If Franchisee fails to comply with any other provision or requirement of this

Agreement or the Manual following a thirty (30) day notice to cure.

17.4 Cross-Defaults, Non-Exclusive Remedies, etc.

Any default by Franchisee (or any person/Company affiliated with Franchisee) under this

Agreement may be regarded as a default under any other agreement between Franchisor (or any affiliate

of Franchisor) and Franchisee (or any affiliate of Franchisee). Any default by Franchisee (or any

person/Company affiliated with Franchisee) under any other agreement, including, but not limited to, any

lease and/or sublease, between Franchisor (or any affiliate of Franchisor) and Franchisee (or any

person/Company affiliated with Franchisee), and any default by Franchisee (or any person/Company

affiliated with Franchisee) under any obligation to Franchisor (or any affiliate of Franchisor) may be

regarded as a default under this Agreement. Any default by Franchisee (or any person/Company

affiliated with Franchisee) under any lease, sublease, loan agreement, security interest or otherwise,

whether with Franchisor, any affiliate of Franchisor and/or any third party may be regarded as a default

under this Agreement and/or any other agreement between Franchisor (or any affiliate of Franchisor) and

Franchisee (or any affiliate of Franchisee).

In each of the foregoing cases, Franchisor (and any affiliate of Franchisor) will have all remedies

allowed at law, including termination of Franchisee’s rights (and/or those of any person/Company

affiliated with Franchisee) and Franchisor’s (and/or Franchisor’s affiliates’) obligations. No right or

remedy which Franchisor may have (including termination) is exclusive of any other right or remedy

provided under law or equity and Franchisor may pursue any rights and/or remedies available.

17.5 Limitation on Rights of Termination

Notwithstanding anything to the contrary contained in this Article, if any valid, applicable law or

regulation of a competent governmental authority having jurisdiction over this franchise and the parties

hereto shall limit Franchisor’s rights of termination hereunder or shall require longer notice periods than

those set forth above, this Agreement shall be deemed amended to satisfy the minimum notice periods or

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restrictions upon such termination required by such laws and regulations; provided, however, that such

constructive amendment shall not be deemed a concession by Franchisor that the grounds for termination

set forth herein do not constitute “good cause” for termination within the meaning ascribed to that term by

any applicable law or regulation. Franchisor shall not be precluded from contesting the validity,

enforceability or application of such laws or regulations in any action, hearing or proceeding relating to

this Agreement or the termination thereof.

17.6 Non-Compliance Fee

Unless otherwise set forth in this Agreement, for any violation of this Agreement by Franchisee,

Franchisor may, in its sole discretion, assess Franchisee a non-compliance fee ranging between One

Hundred Dollars ($100) and Two Hundred Fifty Dollars ($250), as outlined in the Manual. Three written

warnings will be issued prior to charging this fee. Such non-compliance fee shall be assessed for, among

other things, Franchisee’s failure to: (a) comply with all standards, specifications and requirements set

forth by Franchisor; (b) maintain the Service Vehicles, including maintenance related to performance of

the Service Vehicle, appearance and safety issues; (c) comply with requirements of the Call Center,

including missed appointments or responding to calls within the required timeframe, whether or not

initiated by the Call Center, the Franchisor or customers; and (d) have all of its employees providing the

Services present a neat and clean appearance and to wear the required uniform. The non-compliance fee

related to each such non-compliance event shall be contained in the Manual. Each event of non-

compliance described herein shall be deemed an event of default hereunder, subject to termination of this

Agreement if Franchisee fails to cure the default to Franchisor’s satisfaction. In addition, if Franchisee

incurs two (2) non-compliance fees in any twelve (12) month period, whether or not the non-compliance

events are the same or different and whether or not cured by Franchisee, Franchisor shall have the right to

terminate this Agreement.

17.7 Franchisor’s Right to Discontinue Services to Franchisee

If Franchisee is in breach of any obligation under this Agreement, and Franchisor delivers to

Franchisee a notice of termination pursuant to this Article XVII, Franchisor has the right to suspend its

performance of any of its obligations under this Agreement including, without limitation, the sale or

supply of any services or products for which Franchisor is an approved supplier to Franchisee and/or

suspension of Franchisee’s webpage on Franchisor’s Website, until such time as Franchisee corrects the

breach.

ARTICLE XVIII

FURTHER OBLIGATIONS AND RIGHTS OF THE

PARTIES UPON TERMINATION OR EXPIRATION

18.1 Discontinue Use of Proprietary Properties

In the event of termination or expiration of this Franchise Agreement, Franchisee shall forthwith

discontinue the use of the Proprietary Marks, Know How, Copyrights and Software, and Franchisee shall

not thereafter operate or do business under any name or in any manner that might tend to give the general

public the impression that he/she is in any manner affiliated with Franchisor or a College Hunks

Moving® business, or any business similar thereto, and Franchisee shall not thereafter use, in any

manner, or for any purpose, directly or indirectly, any of Franchisor’s confidential information,

knowledge or know-how concerning the operation, products, services, trade secrets, procedures, policies,

techniques or materials or by virtue of the relationship established by this Agreement, including, without

limitation, the following:

18.1.1 Standards, specifications or descriptions of Franchisor’s products and services;

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18.1.2 Franchisor’s Manual and any supplements thereto;

18.1.3 Any forms, advertising matter, marks, devices, signs, insignia, slogans or designs

used from time to time in connection with the Franchised Business;

18.1.4 Any copyrights, trademarks, trade names and patents now or hereafter applied for

or granted in connection therewith, or any marks, logos, words or phrases confusingly similar thereto or

colorable imitations thereof;

18.1.5 Any telephone number listed in any telephone directory under the name College

Hunks Moving® or any similar designation or directory listing which relates to the Franchised Business;

and

18.1.6 Any and all of the systems, procedures, techniques, criteria, concepts, designs,

advertising and promotional techniques, products or service specifications, and all other components,

specifications and standards which comprise (or in the future may comprise) part of the System.

18.2 Cancellation of Name

Upon termination or expiration of this Agreement, Franchisee shall take such action as may be

necessary to cancel any assumed name or equivalent registration which contains any name or mark

identical or similar to College Hunks Moving® or any other name, trademark or service mark of

Franchisor, and Franchisee shall furnish Franchisor with proof of discharge of this obligation within thirty

(30) days following the termination or expiration of this Agreement.

18.3 Franchisor is Attorney-in-Fact

Franchisor may, if Franchisee fails or refuses to do so, execute in Franchisee’s name and on

Franchisee’s behalf any and all documents necessary to cause discontinuation of Franchisee’s use of the

name College Hunks Moving® or any other related or similar name or use thereunder, and Franchisor is

thereby irrevocably appointed by Franchisee as Franchisee’s attorney-in-fact to do so.

18.4 Continuation of Obligations

The expiration or termination of this Franchise Agreement shall be without prejudice to the rights

of Franchisor against Franchisee, and such expiration or termination shall not relieve Franchisee of any of

his/her obligations to Franchisor existing at the time of expiration or termination or terminate those

obligations of Franchisee which by their nature survive the expiration or termination of this Agreement.

18.5 Cease Using Telephone Numbers

Upon termination or expiration of this Agreement, Franchisee shall cease and desist from using

the 1-800 telephone number and any other telephone (including cellular telephone) number(s) listed in

any telephone directory under the name College Hunks Moving® or any other name similar thereto and,

upon demand of the Franchisor, shall direct the telephone company servicing the Franchised Business to

transfer said telephone number(s) to Franchisor, or to such other person or persons at such location or

locations as Franchisor shall direct.

18.6 Payment of Sums Due

Upon termination or expiration of this Agreement, Franchisee shall promptly pay all sums owing

to Franchisor (and its subsidiaries, affiliates or designees). In the event of termination based upon a

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default of Franchisee, such sums shall include all damages, costs and expenses (including actual

attorneys’ fees) incurred by Franchisor as a result of the default. The obligation created hereunder shall

give rise to and remain, until paid in full, a lien in favor of Franchisor against any and all of the personal

property, furnishings, equipments, signs, inventory, fixtures or other assets owned by Franchisee at the

time of default.

18.7 Post-Term Covenants

Upon termination or expiration of this Agreement, Franchisee shall comply with the post-term

covenants not to compete set forth in Article XV hereof.

18.8 Franchisor May Purchase

Upon termination or expiration of this Agreement for any reason whatsoever, Franchisor or its

designee shall have the option (but not the obligation) for a period of sixty (60) days from such

termination or expiration to purchase all of Franchisee’s right, title and interest in the Franchised Business

(including, without limitation, inventory and supplies) for a purchase price (the “Purchase Price”) equal

to the lesser of: (i) the depreciated book value of all tangible assets in place and owned by Franchisee as

of the date of Franchisor’s (or its designee’s) exercise of such option; or (ii) the fair market value of all

such assets as determined by the application of generally accepted accounting principles less the total of

(a) the amount of any indebtedness remaining against or secured by any such assets; (b) the amount of

any indebtedness or obligation owed by Franchisee to Franchisor, its affiliates, subsidiaries or designees;

(directly or indirectly, contingently or otherwise) and for which Franchisor is or may become liable

(directly or indirectly, contingently or otherwise) upon acquiring the Franchised Business or otherwise;

and (d) all amounts advanced by Franchisor, or which Franchisor has paid, or which Franchisor has

become obligated to pay, on behalf of the Franchisee for any reason whatsoever (including, without

limitation, interim sums required to be advanced for operations prior to the date of Franchisor’s (or its

designee’s) exercise of the option granted hereunder).

18.8.1 If the parties cannot agree upon the Purchase Price within a reasonable time, an

independent appraiser shall be designated by Franchisor, and his determination of the Purchase Price shall

be binding on Franchisor and Franchisee. The cost of such appraisal shall be borne equally by the parties

and the Franchisee’s portion will be reflected by reduction in the purchase price.

18.8.2 If Franchisor exercises its option to purchase the Franchised Business, the

Purchase Price shall be payable as follows:

(a) Ten (10%) percent of the Purchase Price shall be paid at the closing of

the purchase transaction by bank or certified check.

(b) The balance of the Purchase Price shall be paid over a period of three (3)

years in thirty-six (36) equal monthly installments, the first monthly installment being made on the tenth

(10th) day of the month following the month in which the initial payment is made. The obligation to

make monthly installment payments shall be evidenced by a series of thirty-six (36) negotiable

promissory notes of the Franchisor payable to the order of the Franchisee, each bearing interest from the

date of the closing at the published “Prime Rate” charged by Chase Manhattan Bank, New York, New

York, to its most substantial commercial clients and containing provisions to the effect that should any

note be unpaid for more than ten (10) days after written notice of default, the remaining notes shall

forthwith become due and payable without any further notice; provided, however, that the Franchisor or

any holder in due course shall have the right at any time after the calendar year in which the closing takes

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place to prepay the notes in multiples of One Thousand Dollars ($1,000) in inverse order of maturity,

together with interest to the date of payment.

18.8.3 If Franchisor exercises its option to purchase the Franchised Business, Franchisee

agrees fully to cooperate in effectuating such transaction and undertakes to use his/her best efforts to

provide Franchisor and its designees with all such data and documentation as reasonably may be required

to give effect to the purposes of this Section.

18.8.4 In the event Franchisor does not elect to exercise the foregoing option to

purchase the Franchised Business, Franchisee shall immediately return to Franchisor all materials which

bear any of the Proprietary Marks, trade names or copyrighted material. Franchisee shall also destroy any

and all materials not otherwise required to be returned to Franchisor in accordance with this Agreement or

the Manual. Contemporaneously, Franchisee shall return to Franchisor all copies in his/her possession of

materials and documents (including, among other things, the Manual, corporate records and files,

correspondence, brochures, agreements, and disclosure statements) relating to the grant or operation of

the Franchised Business.

18.9 Discontinue Use; Modification

Upon expiration or termination, Franchisee shall immediately discontinue the use of each and

every aspect of the Proprietary Properties, including the Proprietary Marks and trade dress, including the

custom designs on vehicles, advertisements, brochures, tee shirts, clothing, or any other article of

commercial or other use, and Know How, and thereafter shall no longer use or have the rights to use the

Proprietary Properties, or any colorable or confusingly similar variations thereof, or any word, logo or

figure similar to the Proprietary Marks or Know How. In the event of expiration or termination,

Franchisee will be responsible for the payment of all legal fees, court costs, collection fees and interest

incurred in enforcing this Agreement. In the event of any litigation between the parties hereto with

respect to the subject matter hereof, the party in any such litigation in whose favor a judgment is entered

shall be entitled to have and recover, and the other party agrees to pay, its reasonable attorneys’ fees and

expenses, in addition to any award to which may be otherwise entitled. In addition, Franchisee

understands and agrees that he/she shall immediately repaint any and all Service Vehicles that show

markings similar to, or that would cause confusion of the public as misrepresenting, any connection to

Franchisor or the System.

18.10 Assignment of Lease for Service Vehicle

At Franchisor’s option, Franchisee shall assign to Franchisor any interest which Franchisee has in

any lease or sublease for the Service Vehicle(s) pursuant to the Conditional Assignment of Service

Vehicle Lease attached hereto as Exhibit “E.” Franchisor may exercise such option at or within thirty

(30) days after the termination or expiration of this Agreement. Franchisee hereby appoints Franchisor its

true and lawful agent and attorney-in-fact with full power and authority for the sole purpose of taking

such action as is necessary to complete the assignment of Franchisee’s interest in any such lease or

sublease upon the exercise of Franchisor’s option described herein. This power of attorney shall survive

the expiration or termination of this Agreement. In the event Franchisor does not elect to exercise its

option to acquire the lease or sublease for the Service Vehicle(s), Franchisee shall make such

modifications or alterations to the Service Vehicle(s) as are necessary to remove all signage and obliterate

all Proprietary Marks.

18.11 Liquidated Damages

Upon termination of this Agreement by Franchisor for cause, Franchisee agrees to pay to

Franchisor within fifteen (15) days after the effective date of this Agreement’s termination, in addition to

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the amounts owed hereunder, liquidated damages equal to the average monthly Continuing Royalty Fee

Franchisee paid or owed to Franchisor during the twelve (12) months immediately preceding termination

multiplied by (a) twenty-four (24), being the number of months in two (2) full years, or (b) the number of

months remaining in the Agreement had it not been terminated, whichever is greater.

The parties hereto acknowledge and agree that it would be impracticable to determine precisely

the damages Franchisor would incur from this Agreement’s termination and the loss of cash flow from

Continuing Royalty Fees due to, among other things, the complications of determining what costs, if any,

Franchisor might have saved and how much the Continuing Royalty Fees would have grown over what

would have been this Agreement’s remaining term. The parties hereto consider this liquidated damages

provision to be a reasonable, good faith pre-estimate of those damages. The parties hereto further

acknowledge and agree that this liquidated damages provision applies if Franchisor terminates this

Agreement due to Franchisee’s willful non-compliance with the terms of and its obligations under this

Agreement, Franchisee’s failure to cure a material default within the timeframes required herein, and

Franchisee’s repeated, willful defaults of this Agreement.

The liquidated damages provision only covers Franchisor’s damages from the loss of cash flow

from the Continuing Royalty Fees. It does not cover any other damages, including damages to its

reputation with the public and damages arising from a violation of any provision of this Agreement other

than the Continuing Royalty Fee section. Franchisee and each of its owners agree that the liquidated

damages provision does not give Franchisor an adequate remedy at law for any default under, or for the

enforcement of, any provision of this Agreement other than the Continuing Royalty Fee section.

ARTICLE XIX

MODIFICATION OF SYSTEM

19.1 Franchisee understands and agrees that the System must not remain static if it is to meet

(without limitation) presently unforeseen changes in technology, competitive circumstances,

demographics, populations, consumer trends, societal trends and other market place variables, and if it is

to best serve the interests of Franchisor, Franchisee, and the network of all other franchisees.

Accordingly, Franchisee expressly understands and agrees that Franchisor may from time to time change

the components of the System, including, but not limited to, altering the products, programs, services,

methods, standards, forms, policies and procedures of that System; abandoning the System altogether in

favor of another system in connection with a merger, acquisition, other business combination or for other

reasons; adding to, deleting from or modifying those products, programs and services which Franchisee’s

Franchised Business is authorized and required to offer; modifying or substituting entirely the building,

premises, vehicles, equipment, signage, trade dress, decor, color schemes and uniform specifications and

all other unit construction, design, appearance and operation attributes which Franchisee is required to

observe hereunder; and changing, improving, modifying or substituting the Proprietary Properties.

Franchisee expressly agrees to comply with any such modifications, changes, additions, deletions,

substitutions and alterations; provided, however, that such changes shall not materially and unreasonably

increase Franchisee’s obligations hereunder.

Franchisee shall accept, use and effectuate any such changes or modifications to, or substitution

of, the System as if they were part of the System at the time that this Agreement was executed.

Notwithstanding the foregoing, Franchisee shall be obligated to replace his/her Service Vehicle at

least once every seven (7) years, depending on the age and condition of said Service Vehicle.

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19.2 Except as provided herein, Franchisor shall not be liable to Franchisee for any expenses,

losses or damages sustained by Franchisee as a result of any of the modifications contemplated hereby.

Franchisee hereby covenants not to commence or join in any litigation or other proceeding against

Franchisor or any third party complaining of any such modifications or seeking expenses, losses or

damages caused thereby. Finally, Franchisee expressly waives any claims, demands or damages arising

from or related to the foregoing activities including, without limitation, any claim of breach of contract,

breach of fiduciary duty, fraud, and/or breach of the implied covenant of good faith and fair dealing.

ARTICLE XX

CALL CENTER

20.1 Engagement

During the Term (as hereinafter defined), the Franchisor shall provide to the Franchisee the Call

Center Services (as hereinafter defined).

20.2. Call Center Services

During the Term, the Franchisor shall provide to the Franchisee such of the following services

(collectively, the “Call Center Services”):

20.2.1 The Call Center shall host a dedicated telephone number, website, and an e-mail

address through which all clients of the Franchisor shall schedule, reschedule, cancel and inquire about

estimates and service calls. Service requests shall be distributed to the Franchisee based on (i) geographic

location of the client and (ii) Franchisee/client scheduling availability. All current date cancellations and

emergency services will be dispatched from the Call Center to the Franchisee via e-mail to phone or

wireless PDA, radio dispatch to Nextel, or phone call to wireless cell phone. All non-emergent services

will be posted to the Franchisee’s work order list in “real-time.” The Franchisee may log into our

company database to view its work orders at any time. The Franchisor and the Franchisee shall use their

commercially reasonable best efforts and technological resources to schedule the most efficient travel

routes and time availability to decrease wasted travel time.

20.2.2 The Call Center shall receive, record, research and assist in resolving any basic

client complaints and concerns. All in-depth issues will be forwarded to the Franchisee for immediate

resolution. The Call Center shall provide copies of any invoices or service tickets to the client via mail,

fax or e-mail at no additional charge to the Franchisee. The Call Center will conduct courtesy quality

service follow-up calls and emails to confirm the price charged (accurate reporting) and to monitor

quality control.

20.2.3 The Call Center shall manage and orchestrate any promotional programs

designated by the Franchisor.

20.2.4 Call Center Services shall not include legal and accounting services.

20.2.5 The Call Center will provide performance reports for business improvement

purposes.

20.2.6 The Call Center will also catalogue all non-booked leads and will identify

potential commercial clients for follow-up by franchisee.

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20.2.7 The Franchisor shall monitor all client service issues and requests on a daily

basis to maintain quality control and protect the franchise “system” and name.

20.3 Franchisee Responsibilities

Franchisee shall, at all times during the term of Franchisee’s Franchise Agreement with

Franchisor, refer all jobs and inquiries for jobs to the Call Center for both scheduling and follow-up.

Franchisee shall not perform any jobs that have not been provided to the Call Center. Franchisee is

required to attempt to complete all jobs and/or appointments that are scheduled by the Call Center for

Franchisee, including emergency and non-emergency inquiries. The Call Center will request that

Franchisee follow-up with a client or potential client, and Franchisee shall report to the Call Center the

results of such follow-up. Franchisee shall keep the Call Center apprised of the status of each job,

appointment, inquiry, and/or follow-up.

20.4 Limitations

20.4.1 Liability

. THE FRANCHISOR MAKES NO REPRESENTATIONS,

WARRANTIES OR GUARANTEES, EITHER EXPRESS OR IMPLIED, CONCERNING THE CALL

CENTER SERVICES PROVIDED UNDER THIS AGREEMENT, AND EXPRESSLY DISCLAIMS

ANY WARRANTIES OF FITNESS FOR A PARTICULAR USE OR PURPOSE, THE WARRANTY

OF MERCHANTABILITY AND ANY OTHER WARRANTY IMPLIED BY LAW. THE

FRANCHISOR’S LIABILITY TO THE FRANCHISEE ON ACCOUNT OF ANY ACTS OR

OMISSIONS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO PROVEN DIRECT

DAMAGES IN AN AGGREGATE AMOUNT NOT TO EXCEED THE AMOUNTS PAID BY THE

FRANCHISEE FOR CALL CENTER SERVICES DURING THE TWELVE (12) MONTH PERIOD

PRECEDING THE INCIDENT GIVEN RISE TO THE CLAIM FOR DAMAGES, IN NO EVENT TO

EXCEED AN AGGREGATE OF $37,500.00. THE FRANCHISOR SHALL NOT BE LIABLE FOR

INDIRECT, INCIDENTAL, CONSEQUENTIAL, RELIANCE OR SPECIAL DAMAGES,

INCLUDING WITHOUT LIMITATION DAMAGES FOR HARM TO BUSINESS, LOST PROFITS,

LOST SAVINGS OR LOST REVENUES, WHETHER OR NOT THE FRANCHISOR HAS BEEN

ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FRANCHISOR SHALL NOT BE

RESPONSIBLE FOR LOST SERVICES OR REVENUES DUE TO MISCOMMUNICATIONS,

WEATHER, SERVICE OUTAGES, INFORMATIONAL TECHNOLOGY UPGRADES OR

DOWNGRADES, ACTS OF GOD OR FIRE. THE FRANCHISOR DOES NOT GUARANTEE TO

PROVIDE MARKETING OR GENERATE ANY LEADS TO THE FRANCHISEE. THE

FRANCHISOR SHALL NOT BE LIABLE FOR ANY DAMAGE THAT THE FRANCHISEE MAY

SUFFER ARISING OUT OF USE, OR INABILITY TO USE, THE CALL CENTER SERVICES

PROVIDED HEREUNDER UNLESS SUCH DAMAGE IS CAUSED BY THE WILLFUL

MISCONDUCT OF THE FRANCHISOR.

20.4.2 Remedies

. THE FRANCHISOR SHALL NOT BE LIABLE FOR

UNAUTHORIZED ACCESS BY THIRD PARTIES TO THE FRANCHISEE’S TRANSMISSIONS.

EXCEPT AS EXPRESSLY SET FORTH IN OR CONTEMPLATED BY THIS AGREEMENT, IN ANY

INSTANCE INVOLVING PERFORMANCE OR NONPERFORMANCE BY THE FRANCHISOR

WITH RESPECT TO CALL CENTER SERVICES PROVIDED HEREUNDER, THE

FRANCHISEE’S SOLE REMEDY SHALL BE REFUND OF A PRO RATA PORTION OF THE

PRICE PAID FOR CALL CENTER SERVICES WHICH WERE NOT PROVIDED. AT THE

OPTION OF THE FRANCHISOR, EXCEPT AS EXPRESSLY SET FORTH IN OR

CONTEMPLATED BY THIS AGREEMENT, IN THE CASE OF REFUND FOR LOST

SERVICES, CREDIT WILL BE ISSUED ONLY FOR PERIODS OF LOST SERVICE GREATER

THAN TWENTY-FOUR (24) HOURS. THESE LIMITATIONS OR LIABILITY SHALL APPLY

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REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, WARRANTY, STRICT

LIABILITY OR TORT, INCLUDING WITHOUT LIMITATION NEGLIGENCE OF ANY KIND,

WHETHER ACTIVE OR PASSIVE, AND SHALL SURVIVE.

20.4.3 Failure of an Exclusive Remedy

. THE FRANCHISOR SHALL NOT BE

RESPONSIBLE FOR (1) SERVICE IMPAIRMENTS CAUSED BY ACTS WITHIN THE CONTROL

OF THE FRANCHISEE, ITS EMPLOYEES, AGENTS, SUBCONTRACTORS, SUPPLIERS OR

LICENSEES, (2) INABILITY OF THE FRANCHISEE TO ACCESS OR INTERACT WITH ANY

OTHER SERVICE PROVIDERS OR USERS, OR (3) SERVICES PROVIDED BY OTHER SERVICE

PROVIDERS.

20.5 Information

All information provided to the Company or gathered from or about the Franchisee is the

exclusive property of the Company. Except as expressly provided in this Agreement, the Company shall

be under no obligation to treat any Franchisee information or materials received by the Company from the

Franchisee as confidential. To the extent that the Franchisee shall wish that any information or materials

be treated as confidential by the Company, the Franchisee must label such information or materials in

writing as confidential or, if such materials are disclosed orally by the Franchisee to the Company,

provide written summaries of any such disclosed information or materials together with notice of the

confidential nature of such information or materials within five (5) days of oral disclosure thereof.

Notwithstanding the foregoing, the Company shall have no obligation of confidentiality with respect to

any information or materials disclosed to it which (a) was already known to it at the time of its receipt

hereunder; (b) is or becomes generally available to the public other than by means of the Company’s

breach of its obligations under this Agreement; (c) is independently obtained from a third party whose

disclosure violates no duty of confidentiality; or (d) is independently developed by or on behalf of the

Company without use of or reliance on any confidential information furnished to it under this Agreement.

ARTICLE XXI

MISCELLANEOUS

21.1 Severability and Substitution of Valid Provisions

Except as expressly provided to the contrary herein, each section, paragraph, term and provision

of this Agreement, and any portion thereof, shall be considered severable and if, for any reason, any such

portion of this Agreement is held to be invalid, contrary to, or in conflict with any applicable present or

future law or regulation in a final, unappealable ruling issued by any court, agency or tribunal with

competent jurisdiction in a proceeding to which the Franchisor is a party, that ruling shall not impair the

operation of, or have any other effect upon, such other portions of this Agreement as may remain

otherwise intelligible, which shall continue to be given full force and effect and bind the parties hereto,

although any portion held to be invalid shall be deemed not to be a part of this Agreement from the date

the time for appeal expires, if Franchisee is a party thereto; otherwise upon Franchisee’s receipt of written

notice of non-enforcement thereof from the Franchisor. If any covenant herein which restricts

competitive activity is deemed enforceable by virtue of its scope in terms of area, business activity

prohibited and/or length of time, but would be enforceable by reducing any part or all thereof, Franchisee

and the Franchisor agree that same shall be enforced to the fullest extent permissible under the laws and

public policies applied in the jurisdiction in which enforcement is sought. If any applicable and binding

law or rule of any jurisdiction requires a greater prior notice of the termination of or refusal to enter into a

successor franchise agreement than is required hereunder, or the taking of some other action not required

hereunder, or if under any applicable and binding law or rule of any jurisdiction, any provision of this

Agreement or any specification, standard or operating procedure prescribed by the Franchisor is invalid or

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unenforceable, the prior notice and/or other action required by such law or rule shall be substituted for the

comparable provisions hereof, and the Franchisor shall have the right, in its sole discretion, to modify

such invalid or enforceable provision, specification, standard or operating procedure to the extent required

to be valid and enforceable. Such modification(s) to this Agreement shall be effective only in such

jurisdiction, unless the Franchisor elects to give it greater applicability, and shall be enforced as originally

made and entered into in all other jurisdictions. Franchisee agrees to be bound by any such modification

to this Agreement.

21.2 Waiver of Obligations

The Franchisor and Franchisee may by written instrument unilaterally waive or reduce any

obligation of or restriction upon the other under this Agreement, effective upon delivery of written notice

thereof to the other. Any waiver granted by the Franchisor shall be without prejudice to any other rights

the Franchisor may have, will be subject to continuing review by the Franchisor and may be revoked, in

the Franchisor’s sole discretion, at any time and for any reason, effective upon delivery to Franchisee of

ten (10) days’ prior written notice. The Franchisor and Franchisee shall not be deemed to have waived or

impaired any right, power or option reserved by this Agreement by virtue of any custom or practice of the

parties at variance with the terms hereof; any failure, refusal or neglect of the Franchisor or Franchisee to

exercise any rights under this Agreement or to insist upon exact compliance by the other with its

obligations hereunder; any waiver, forbearance, delay, failure or omission by the Franchisor to exercise

any right, power or option, whether of the same, similar or different nature, with respect to other College

Hunks Hauling Junk® Franchised Businesses; or the acceptance by the Franchisor of any payments due

from Franchisee after any breach of this Agreement.

Neither the Franchisor nor Franchisee shall be liable for loss or damage or deemed to be

in breach of this Agreement if its failure to perform its obligations results from: (1) transportation

shortages, inadequate supply of equipment, merchandise, supplies, labor, material or energy, or the right

to acquire or use any of the foregoing in order to accommodate or comply with the orders, requests,

regulations, recommendations or instructions of any federal, state or municipal government or any

department or agency thereof; (2) compliance with any law, ruling, order, regulation, requirement or

instruction of any federal, state, or municipal government or any department or agency thereof; (3) acts of

God; (4) fires, strikes, embargoes, war or riot; or (5) any other similar event or cause. Any delay resulting

from any of said causes shall extend performance accordingly or excuse performance, in whole or in part,

as may be reasonable, except that said causes shall not excuse payments of amounts owed at the time of

such occurrence or payment of Continuing Royalty Fees, Brand Development Fees, Support Fees,

Appointment Fees or lease payments due thereafter.

21.3 Injunctive Relief

Notwithstanding anything to the contrary contained in Section 21.6 of this Section, either party

may institute in a court of competent jurisdiction an action or actions for temporary or preliminary

injunctive relief; provided, however, that such party shall contemporaneously submit the dispute the

arbitration on the merits in accordance with Section 21.6 of this Section. Franchisee agrees that the

Franchisor may have such temporary or preliminary injunctive relief without bond, but upon due notice,

and Franchisee’s sole remedy in the event of the entry of such injunctive relief shall be the dissolution of

such injunctive relief, if warranted, upon hearing duly had (all claims for damages by reason of the

wrongful issuance of any such injunction being expressly waived hereby).

21.4 Rights of Parties are Cumulative

The rights of the Franchisor and Franchisee hereunder are cumulative and no exercises or

enforcement by the Franchisor or Franchisee of any right or remedy hereunder shall preclude the exercise

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or enforcement by the Franchisor or Franchisee of any other right or remedy hereunder or which the

Franchisor or Franchisee is entitled by law to enforce.

21.5 Costs and Attorneys’ Fees

If the Franchisor incurs expenses in connection with Franchisee’s failure to pay when due

amounts to the Franchisor, to submit when due any reports, information or supporting records or

otherwise to comply with this Agreement, Franchisee shall reimburse the Franchisor for any such costs

and expenses which it incurs, including but not limited to reasonable legal, arbitrators’, accounting and

related fees.

21.6 Mediation and Arbitration

21.6.1 Franchisor and Franchisee acknowledge that during the term of this Agreement

disputes may arise between the parties that may be resolvable through mediation. To facilitate such

resolution, Franchisor and Franchisee agree that each party shall submit the dispute between them for

non-binding mediation at a mutually agreeable location before commencing an arbitration proceeding

under Section 21.6.3. If Franchisor and Franchisee cannot agree on a location, the mediation will be

conducted in within twenty (20) miles of Franchisor’s headquarters. The mediation will be conducted by

one (1) mediator who is appointed under the American Arbitration Association’s Commercial Mediation

Rules and who shall conduct the mediation in accordance with such rules. Franchisor and Franchisee

agree that statements made by Franchisor, Franchisee or any other party in any such mediation

proceeding will not be admissible in any arbitration or other legal proceeding. Each party shall bear its

own costs and expenses of conducting the mediation and share equally the costs of any third parties who

are required to participate in the mediation.

21.6.2 If any dispute between the parties cannot be resolved through mediation within

forty-five (45) days following the appointment of the mediator, the parties agree to submit such dispute to

arbitration subject to the terms and conditions of Section 21.6.3.

21.6.3 Except to the extent Franchisor elects to enforce the provisions of this Agreement

by judicial process and injunction in Franchisor’s sole discretion, all disputes, claims and controversies

between the parties arising under or in connection with this Agreement or the making, performance or

interpretation thereof (including claims of fraud in the inducement and other claims of fraud and the

arbitrability of any matter) which have not been settled through negotiation or mediation will be settled

by binding arbitration in Florida under the authority of Florida Statutes. The arbitrator(s) will have a

minimum of five (5) years’ experience in franchising or distribution law and will have the right to award

specific performance of this Agreement. If the parties cannot agree upon a mutually agreeable arbitrator,

then the arbitration shall be conducted as per the selection method set forth in the Florida Statutes. The

proceedings will be conducted under the commercial arbitration rules of the American Arbitration

Association, to the extent such rules are not inconsistent with the provisions of this arbitration provision

or the Florida Statutes. The decision of the arbitrator(s) will be final and binding on all parties. This

Section will survive termination or non-renewal of this Agreement under any circumstances. Judgment

upon the award of the arbitrator(s) may be entered in any court having jurisdiction thereof. During the

pendency of any arbitration proceeding, Franchisee and Franchisor shall fully perform their respective

obligations under this Agreement.

21.6.4 The provisions of this Section shall continue in full force and effect subsequent

to and notwithstanding the expiration or termination of this Agreement.

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21.7 Governing Law

All matters relating to arbitration shall be governed by the Federal Arbitration Act. Except to the

extent governed by the United States Trademark Act of 1946 (Lanham Act, 15 U.S.C. Sections 1051 et

seq

.) or other federal law, this Agreement, the Franchise and the relationship of the parties shall be

governed by the laws of the State of Florida, without regard for its conflicts of laws principles.

21.8 Jurisdiction

With respect to actions described in Section 21.3 above and any other actions not subject to

arbitration under Section 21.6 above, Franchisee and the Franchisor agree that any action arising under

this Agreement or otherwise as a result of the relationship between Franchisee and the Franchisor must be

commenced in a state or federal court of competent jurisdiction in the State of Florida. Franchisee

irrevocable submits to the jurisdiction of such courts and waives any objection he/she may have to either

the jurisdiction or venue of such court.

21.9 Waiver of Punitive Damages

The parties waive to the fullest extent permitted by law any right to or claim for any punitive or

exemplary damages, except punitive or exemplary damages allowed under federal statute. The parties

agree that, in the event of a dispute between them, the party making a claim shall be limited to recovery of

any actual damages it sustains.

21.10 Waiver of Jury Trial

Each party irrevocably waives trial by jury in any action, proceeding or counterclaim, whether at

law or in equity, brought by either party.

21.11 Franchisee May Not Withhold Payments

Franchisee agrees that he/she will not, on grounds of the alleged nonperformance by the

Franchisor of any of its obligations hereunder, withhold payment of any Continuing Royalty Fees, Brand

Development Fees, Support Fees, Appointment Fees, lease payments, amounts due to the Franchisor for

purchases by Franchisee or any other amounts due to the Franchisor.

21.12 Binding Effect

This Agreement is binding upon the parties hereto and their respective executors, administrators,

heirs, assigns and successors in interest. Subject to the Franchisor’s right to modify the Manual, this

Agreement shall not be modified except by written agreement signed by Franchisee and the Franchisor.

21.13 Limitations of Claims

Any and all claims, except claims for monies due the Franchisor, arising out of or relating to this

Agreement or the relationship among the parties hereto shall be barred unless an action or legal or

arbitration proceeding is commenced within one (1) year from the date Franchisee or the Franchisor knew

or should have known of the facts giving rise to such claims.

21.14 Construction

The preambles and exhibits are a part of this Agreement, which together with the Manual,

constitutes the entire agreement of the parties, and there are no other oral or written understandings or

agreements between the Franchisor and Franchisee relating to the subject matter of this Agreement;

provided, however, that nothing in this or any related agreement is intended to disclaim the

representations made by Franchisor in the Disclosure Document that was furnished to Franchisee by

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Franchisor. The term “Franchisee” as used herein is applicable to one or more persons, a corporation,

limited liability company or a partnership, as the case may be, and the singular usage includes the plural

and the masculine and neuter usages include the other and the feminine. If two or more persons are at any

time Franchisee hereunder, their obligations and liabilities to the Franchisor shall be joint and several.

References to “Franchisee” and “transferee” which are applicable to an individual or individuals shall

mean the principal owner(s) of the equity or operating control of Franchisee or the transferee, if

Franchisee or the transferee is a corporation, limited liability company or partnership. References to

“controlling interest” in Franchise shall mean greater than fifty percent (50%) of the equity or voting

control of Franchisee. The headings of the several sections and paragraphs hereof are for convenience

only and do not define, limit or construe the contents of such sections or paragraphs.

Except where this Agreement expressly obligates the Franchisor reasonably to approve or

not unreasonably to withhold its approval of any action or request by Franchisee, Franchisor has the

absolute right to refuse any request by Franchisee or to withhold its approval of any action by Franchisee

that requires the Franchisor’s approval. Nothing in this Agreement is intended, nor shall be deemed, to

confer any rights or remedies upon any person or legal entity not a party hereto.

21.15 Withholding Consent

In no event will Franchisee make any claim, whether directly, by way of setoff, counter-claim,

defense or otherwise, for money damages or otherwise, by reason of any withholding or delaying of any

consent or approval by Franchisor. Franchisee’s sole remedy for any such claim is to submit it to an

executive meeting, mediation and arbitration as described in this Agreement and, if executive meeting and

mediation fails to resolve such matter, for the arbitrator to order Franchisor to grant such consent.

ARTICLE XXII

FRANCHISOR’S BUY-OUT OPTION

22.1 Franchisor’s Rights

Franchisee grants Franchisor the option to purchase all of the assets of the Franchised Business or

all ownership interests in the Franchised Business (at Franchisor’s option and which Franchisor may

assign to an affiliate) any time after the sixtieth (60

) month of operation of the Franchised Business, if

Franchisee is in good standing under this Agreement, on the following terms and conditions. Nothing in

this Article XXI shall require Franchisor to exercise the buy back option described herein or to use the

valuation formula described below if this Agreement is terminated by Franchisor or if Franchisor chooses

to not renew this Agreement because Franchisee was not in compliance at the time of renewal.

22.1.1 Option Period: Unless otherwise provided for in this Agreement Franchisor may

exercise its option to acquire the Franchised Business at any time after sixty (60) months following the

opening date of the Franchised Business.

22.1.2 Exercise: To exercise its option, Franchisor shall give Franchisee written notice

(the “Acquisition Notice”) of Franchisor’s intention to do so. The Acquisition Notice shall be sent to

Franchisee at least one hundred twenty (120) days prior to the anticipated closing date.

22.1.3 Purchase Price: The parties will work together to determine the valuation to set

the purchase price. The parties will utilize good faith and commercially reasonable efforts to determine

said valuation. The purchase price will be determined thirty (30) days prior to closing and will be

determined as the Entity Value as determined below.

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22.1.4 Entity Value: Entity Value shall be equal to five (5) times Normalized EBITDA,

as defined below.

22.1.5 Normalized EBITDA: Normalized EBITDA is defined as follows: EBITDA

(Earnings Before Income, Taxes, Depreciation and Amortization) as calculated in accordance with

generally accepted accounting principles for the trailing twelve (12) month period prior to the month in

which the Acquisition Notice is received. EBITDA will be normalized for the following items: (a) related

party transactions as defined by generally accepted accounting principles to be restated at current arms

length market rates; (b) excess owners’ compensation to be normalized to expected ongoing management

expenses; (c) operating leases for containers will be restated as if they were capital leases, increasing

EBITDA, with the related lease obligation to be included as a debt obligation of the Franchised Business;

and (d) all other lease obligations will be treated in accordance with generally accepted accounting

principles. Net Proceeds to Franchisee will be Entity Value plus or minus net working capital (current

assets less current liabilities as defined by generally accepted accounting principles) acquired by

Franchisor, less all other debt obligations, liabilities, and contingent liabilities of the Franchised Business

as defined by generally accepted accounting principles, which are assumed in writing by Franchisor, less

the agreed upon value of the container operating leases obligations used to calculate Normalized EBITDA

which Franchisor agrees to are to be assumed in writing. Franchisee must be able to show satisfaction of

debts, acceptable to Franchisor, for all liabilities of the Franchised Business Franchisor does not agree to

assume in writing.

22.1.6 Releases: Franchisor will provide a release of liability to Franchisee for all

future liabilities of the Franchised Business. Franchisee will not be relieved of any undisclosed or

unassumed liabilities prior to closing and for the final settlement of all claims or contingencies at the time

of closing.

22.1.7 CPA: In case of any disagreement on any of the calculations or determinations,

the determination by Franchisor’s independent certified public accountants will be final and conclusive.

22.1.8 Representations and Warranties: Franchisor shall be entitled to all customary

representations and warranties to ensure that Franchisor receives full and complete title to all of the assets

or ownership interests it purchases, in such form and content as Franchisor reasonably requires.

22.1.9 Cooperation: Franchisee shall cooperate with Franchisor in preparing for the

sale of the Franchised Business if Franchisor exercises its repurchase option as described herein.

Moreover, Franchisee shall cooperate with Franchisor in furnishing Franchisor with the necessary

information to accurately calculate the purchase price.

22.1.10 Continuing Obligations. All obligations and covenants under this Agreement

which expressly or by their nature survive the expiration or termination of this Agreement shall continue

in full force and effect until they are satisfied in full or by their nature expire.

21.2 Applicability of Other Provisions

If the Franchisor elects to exercise this buy-out of Franchisee’s rights pursuant to this Article, all

post-term covenants not to compete contained in Article XV shall be applicable.

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ARTICLE XXIII

GENERAL PROVISIONS

23.1 Relationship; Acknowledgments

Franchisee and Franchisor agree that there does not exist any fiduciary, trust or similar

relationship between Franchisee and Franchisor, that the relationship between Franchisee and Franchisor

is a normal commercial relationship between independent businesspeople intended for mutual but

independent economic benefit, and is not in any sense nor is intended to be a fiduciary, trust or similar

relationship.

23.1.1 Franchisee acknowledges that he/she and each of its owners (if Franchisee is a

corporation, limited liability company or partnership) and investors has read this Agreement and

Franchisor’s Disclosure Document and all exhibits, and that Franchisee and its owners understand and

accept the terms, conditions, and covenants contained in this Agreement as being necessary to maintain

Franchisor’s high standards of quality and service and the uniformity of those standards at all College

Hunks Moving® businesses and thereby to protect and preserve the goodwill of the Proprietary Marks

and the System.

23.1.2 Franchisee and Franchisor, each agreeing on the critical practical business

importance of their relationship being governed solely by written documents signed by Franchisee and

Franchisor (including any concurrently executed written personal guarantees, Statement of Prospective

Franchisee and/or exhibits, schedules, addenda, promissory note(s), security agreement(s) or other written

documents signed by the party to be bound thereby, all of which will be deemed to be part of this

Agreement for the purposes of this Section 23.1.2) and not wishing to create misunderstandings,

confusion and possible conflict through reference to any alleged prior and/or contemporaneous oral

and/or written representations, understandings, agreements or otherwise, jointly intend and agree that

(i) this Agreement contains the final, complete and exclusive expression of the terms of the parties’

agreement and entirely supersedes and replaces any and all prior and/or concurrent understandings,

agreements, inducements, prior course(s) of dealing, representations (financial or otherwise), promises,

options, rights of first refusal, guarantees, warranties (express or implied) or otherwise (whether oral or

written) between Franchisee and Franchisor, (ii) there are no prior and/or concurrent understandings,

agreements, inducements, course(s) of dealing, representations (financial or otherwise), promises, options,

rights of first refusal, guarantees, warranties (express or implied) or otherwise (whether oral or written)

which are not fully expressed in this Agreement, and (iii) no prior and/or concurrent understandings,

agreements, inducements, course(s) of dealing, representations (financial or otherwise), promises, options,

rights of first refusal, guarantees, warranties (express or implied) or otherwise (whether oral or written) of

any kind or nature whatsoever have been made by Franchisor or anyone else, nor have been relied upon

by Franchisee nor will have any force or effect. Franchisor expressly disclaims any understandings,

agreements, inducements, course(s) of dealing, representations (financial or otherwise), promises, options,

rights of first refusal, guarantees, warranties (express or implied) or otherwise (whether oral or written)

which are not fully expressed in this Agreement. Nothing in this or any related agreement, however, is

intended to disclaim the representations made by Franchisor in the Franchise Disclosure Document that

was furnished to Franchisee by Franchisor.

23.1.3 Franchisee acknowledges and represents that he/she has not been promised, nor

has the Franchisor or any of its representatives, employees or agents made any promises, representations

and/or warranties, nor has Franchisee received or relied on any promises, representations or warranties,

that (i) any payments by Franchisee are refundable at Franchisee’s option, (ii) Franchisor will repurchase

any rights granted hereunder (or any associated business) or will be able to assist Franchisee in any resale,

(iii) Franchisee will succeed in the Franchised Business, (iv) Franchisee will achieve any particular sales,

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income or other levels of performance, (v) Franchisee will have any exclusive rights of any type other

than as specifically set forth herein, or (vi) Franchisee will receive any level of advertising (television or

otherwise), marketing assistance, site location, development or other services, operational assistance or

otherwise other than as expressly set forth in this Agreement. No contingency, condition, prerequisite,

prior requirement, or otherwise (including, but not limited to, obtaining financing, obtaining a site or

otherwise) exists with respect to Franchisee fully performing any or all of his/her obligations under this

Agreement.

23.1.4 Franchisee has not received or relied on (nor has Franchisor or any of its

representatives, employees or agents provided) any: sales, income or other projections of any kind or

nature or any statements, representations, data, charts, tables, spreadsheets or mathematical calculations or

otherwise which stated or suggested any level or range of actual or potential sales, costs, income,

expenses, profits, cash flow, tax effects or otherwise, and neither Franchisor nor any of its representatives,

employees or agents made, nor has Franchisee relied on, any promises, representations or warranties as to

any profits Franchisee may realize in the operation of the Franchised Business, nor has Franchisee

received or relied on any representations regarding any working capital or other funds necessary to reach

any “break-even” or any other financial level. Franchisor is unable, and does not attempt, to predict,

forecast or project future performance, revenues, profits or otherwise of any Franchised Business. If any

such information, promises, representations and/or warranties has been provided to Franchisee, it should

not be relied on, Franchisor will not be bound by it, and, if Franchisee does rely on such information,

promises, representations and/or warranties, Franchisee does so at his/her own risk.

23.1.5 Franchisee acknowledges and agrees that the success of the business venture

contemplated to be undertaken hereunder is speculative, is and will be dependent upon Franchisee’s

personal efforts, that entry into any business enterprise is always associated with risk and that no

assurance of success has been or can be given to Franchisee. Franchisee acknowledges and represents

that he/she has entered into this Agreement and made an investment only after (i) making an independent

investigation of the opportunity, including having received a list, in connection with the presentation of

Franchisor’s Disclosure Document, of (and having spoken with) other franchisees currently operating

College Hunks Moving® businesses (if applicable), and (ii) having had an opportunity to have this

transaction and all related documents reviewed by an attorney and a financial advisor of his/her own

choosing, such review having been strongly recommended by Franchisor. Franchisee acknowledges that

he/she and each person signing as Franchisee (and/or having any investment and/or interest in the

Franchised Business) has received, reviewed, understood and fully read and all questions have been

answered regarding a copy of the Franchisor’s Disclosure Document with all exhibits at least fourteen

(14) calendar days prior to the earlier of Franchisee’s and/or any such person (a) signing any binding

documents or (b) paying any sums.

23.1.6 Franchisee understands that Franchisor is relying on Franchisee to bring forward

in writing at this time any matters inconsistent with any of the matters set forth in this Article XXII or

otherwise so that Franchisor can correct any misunderstandings and Franchisee agrees that if any of the

statements or matters set forth in this Article XXII or otherwise are not true, correct and complete,

Franchisee will make a written statement regarding such next to Franchisee’s signature below so that

Franchisor may address and resolve any such issue(s) at this time and before either party goes forward.

23.1.7 Franchisee acknowledges and agrees that in all of his/her dealings with the

Franchisor, the officers, directors, employees, and agents of the Franchisor acted only in a representative

capacity and not in an individual capacity. Franchisee further acknowledges that this Agreement, and all

business dealings between Franchisee and such individuals as a result of this Agreement, are solely

between Franchisee and the Franchisor. Franchisee further represents to the Franchisor, as an inducement

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to the Franchisor’s entry into this Agreement, that Franchisee has made no misrepresentations in

obtaining the Franchised Business.

23.2 Notices

Except as otherwise provided in this Agreement, any notice, demand or communication provided

for herein shall be in writing, signed by the party giving the same, and personally delivered or deposited

in the United States mail, first-class postage prepaid, certified mail, return receipt requested and

electronically. If intended for Franchisor, shall be addressed to it at 1513 East 9th Avenue, Tampa,

Florida 33605, with a copy to Harold L. Kestenbaum, Esq., Gordon & Rees LLP, 90 Merrick Avenue,

Suite 601, East Meadow, New York 11554. If intended for Franchisee, shall be addressed to Franchisee

at the address set forth on page one.

23.2.1 Either party may change its address for notice purposes by giving the other party

written notice, as herein provided, of such change.

23.3 Gender

Reference to Franchisee as male, female, or no gender shall include male or female franchisee,

general or limited partnership, joint venture, corporation, trust, or any other association or business entity,

as relevant in the context.

23.4 Headings

Headings and captions contained herein are for convenience of reference only and shall not be

taken into account in construing or interpreting this Agreement.

23.5 References

Any reference herein to any paragraph or other part of this Agreement shall be deemed to include

a reference to every subordinate part and/or subparagraph thereof.

22.6 Time of the Essence

It is acknowledged and agreed by both parties that any delay in the performance of its obligations

hereunder would irreparably and irrevocably injure the other party in the conduct of its business and the

value of its property. The parties therefore agree that time is of the essence of this Agreement. Except as

otherwise specifically permitted herein, no extension of time shall be implied, nor any delay allowed, in

the timely and complete performance of all covenants herein contained.

23.7 Survival of Terms

Each provision of this Article XXII and those provisions hereinabove provided relating to

covenants against post-termination/expiration use of the Proprietary Marks, Know How, Copyrights and

Software will be deemed to be self-executing and continue in full force and effect subsequent to and

notwithstanding the expiration, termination, setting aside, cancellation, rescission, unenforceability or

otherwise of this Agreement (or any part of it) for any reason, will survive and will govern any claim for

rescission or otherwise. Each provision of this Agreement will be construed as independent of, and

severable from, every other provision; provided that if any part of this Agreement is deemed unlawful in

any way, the parties agree that such provision will be deemed interpreted and/or modified to the minimum

extent necessary to make such provision lawful or, if such construction is not permitted or available, the

remainder of this Agreement will continue in full force and effect. Each party reserves the right to

challenge any law, rule or judicial or other construction which would have the effect of varying or

rendering ineffective any provision of this Agreement.

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23.8 Operation in the Event of Absence or Disability

In order to prevent any interruption of the Franchised Business operations which would cause

harm to the Franchised Business, thereby depreciating the value thereof, Franchisee authorizes

Franchisor, who may, at its option, in the event that Franchisee is absent for any reason or is incapacitated

by reason of illness and is unable, in the sole and reasonable judgment of Franchisor, to operate the

Franchised Business, operate the Franchised Business for so long as Franchisor deems necessary and

practical, and without waiver of any other rights or remedies Franchisor may have under this Agreement.

All monies from the operation of the Franchised Business during such period of operation by Franchisor

shall be kept in a separate account, and the expenses of the Franchised Business, including reasonable

compensation and expenses for Franchisor’s representative, shall be charged to said account. If, as herein

provided, Franchisor temporarily operates the Franchised Business franchised herein for Franchisee,

Franchisee agrees to indemnify and hold harmless Franchisor and any representative of Franchisor who

may act hereunder, from any and all acts which Franchisor may perform, as regards the interests of

Franchisee or third parties.

23.9 Step-In Rights

If Franchisor determines in its sole judgment that the operation of the Franchised Business is in

jeopardy, or if a default occurs, then in order to prevent an interruption of the Franchised Business which

would cause harm to the System and thereby lessen its value, Franchisee authorizes Franchisor to operate

his/her business for as long as Franchisor deems necessary and practical, and without waiver of any other

rights or remedies which Franchisor may have under this Agreement. In the sole judgment of Franchisor,

Franchisor may deem Franchisee incapable of operating the Franchised Business if, without limitation,

Franchisee is absent or incapacitated by reason of illness or death; Franchisee has failed to pay when due

or has failed to remove any and all liens or encumbrances of every kind placed upon or against

Franchisee’s Business; or Franchisor determines that operational problems require that Franchisor operate

Franchisee’s Business for a period of time that Franchisor determines, in its sole discretion, to be

necessary to maintain the operation of the Franchised Business as a going concern.

Franchisor shall keep in a separate account all monies generated by the operation of Franchisee’s

Business, less the expenses of the Franchised Business, including reasonable compensation and expenses

for Franchisor’s representatives. In the event of the exercise of the Step-In Rights by Franchisor,

Franchisee agrees to hold harmless Franchisor and its representatives for all actions occurring during the

course of such temporary operation. Franchisee agrees to pay all of Franchisor’s reasonable attorneys’

fees and costs incurred as a consequence of Franchisor’s exercise of its Step-In Rights. Nothing

contained herein shall prevent Franchisor from exercising any other right which it may have under this

Agreement, including, without limitation, termination.

ARTICLE XXIV

SECURITY INTEREST

24.1 Collateral

Franchisee grants to Franchisor a security interest (“Security Interest”) in all of the furniture,

fixtures, equipment, signage, and realty (including Franchisee’s interests under all real property and

personal property leases) of the Franchised Business, together with all similar property now owned or

hereafter acquired, additions, substitutions, replacements, proceeds, and products thereof, wherever

located, used in connection with the Franchised Business. All items in which a security interest is granted

are referred to as the “Collateral.”

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24.2 Indebtedness Secured

The Security Interest is to secure payment of the following (the “Indebtedness”):

24.2.1 All amounts due under this Agreement or otherwise by Franchisee;

24.2.2 All sums which Franchisor may, at its option, expend or advance for the

maintenance, preservation, and protection of the Collateral, including, without limitation, payment of

rent, taxes, levies, assessments, insurance premiums, and discharge of liens, together with interest, or any

other property given as security for payment of the Indebtedness;

24.2.3 All expenses, including reasonable attorneys’ fees, which Franchisor incurs in

connection with collecting any or all Indebtedness secured hereby or in enforcing or protecting its rights

under the Security Interest and this Agreement; and

24.2.4 All other present or future, direct or indirect, absolute or contingent, liabilities,

obligations, and indebtedness of Franchisee to Franchisor or third parties under this Agreement, however

created, and specifically including all or part of any renewal or extension of this Agreement, whether or

not Franchisee executes any extension agreement or renewal instruments.

24.2.5 Franchisor’s security interest, as described herein, shall be subordinated to any

financing related to Franchisee’s operation of the Franchised Business, including, but not limited to, a real

property mortgage and equipment leases.

24.3 Additional Documents

Franchisee will from time to time as required by Franchisor join with Franchisor in executing any

additional documents and one or more financing statements pursuant to the Uniform Commercial Code

(and any assignments, extensions, or modifications thereof) in form satisfactory to Franchisor.

24.4 Possession of Collateral

Upon default and termination of Franchisee’s rights under this Agreement, Franchisor shall have

the immediate right to possession and use of the Collateral.

24.5 Franchisor’s Remedies in Event of Default

Franchisee agrees that, upon the occurrence of any default set forth above, the full amount

remaining unpaid on the Indebtedness secured shall, at Franchisor’s option and without notice, become

due and payable immediately, and Franchisor shall then have the rights, options, duties, and remedies of a

secured party under, and Franchisee shall have the rights and duties of a debtor under, the Uniform

Commercial Code of Florida (or other applicable law), including, without limitation, Franchisor’s right to

take possession of the Collateral and without legal process to enter any premises where the Collateral may

be found. Any sale of the Collateral may be conducted by Franchisor in a commercially reasonable

manner. Reasonable notification of the time and place of any sale shall be satisfied by mailing to

Franchisee pursuant to the notice provisions set forth herein.

24.6 Special Filing as Financing Statement

This Agreement shall be deemed a Security Agreement and a Financing Statement. This

Agreement may be filed for record in the real estate records of each county in which the Collateral, or any

part thereof, is situated and may also be filed as a Financing Statement in the counties or in the office of

the Secretary of State, as appropriate, in respect of those items of Collateral of a kind or character defined

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in or subject to the applicable provisions of the Uniform Commercial Code as in effect in the appropriate

jurisdiction.

ARTICLE XXV

SUBMISSION OF AGREEMENT

The submission of this Franchise Agreement to Franchisee does not itself constitute an offer to

sell a franchise. This Franchise Agreement shall become effective only upon the execution thereof by

Franchisor and Franchisee.

I HAVE READ THE FOREGOING AGREEMENT AND I HEREBY AGREE TO AND

ACCEPT EACH AND ALL OF THE PROVISIONS.

FRANCHISEE

By:

Name:

Title:

Dated:

CHHJ FRANCHISING L.L.C.

By:

Name:

Title:

Dated:

EXHIBIT “A”

CHHJ FRANCHISING L.L.C.

LOCATION OF FRANCHISE

_______________________________________________

ZONES ENCOMPASSING THE DESIGNATED TERRITORY

The following are the Zones which, when taken together, are identified as Franchisee’s

Designated Territory. This Exhibit shall be updated when necessary, in the event Franchisee purchases

additional Zones, and each such updated version shall be executed by Franchisee and Franchisor.

Zone 1:

Zone 2:

Zone 3:

Zone 4:

SERVICE VEHICLE ROLL-OUT SCHEDULE

[to be determined before execution of the Franchise Agreement]

Accepted and agreed this _____ day of _______________, 20___

CHHJ FRANCHISING, L.L.C.

By:

Name:

Title:

FRANCHISEE:

By:

Name:

Title:

EXHIBIT “B”

CHHJ FRANCHISING L.L.C.

FRANCHISE AGREEMENT

EMPLOYEE NON-COMPETITION AND NON-DISCLOSURE AGREEMENT

This Agreement is made this

day of , 20 , by and between CHHJ Franchising

L.L.C. (the “Franchisor”), with its principal place of business at 1513 East 9th Avenue, Tampa, Florida

33605,

, a franchisee of the Franchisor, with its principal place of business at

____________________________________ (“Employer”), and _____________________ residing at

____________________________________ (“Employee”).

The Franchisor sells franchises operating under the College Hunks Moving® and/or College

Hunks Moving® Proprietary Marks, Know How, Copyrights and Software. Such franchises offer junk

removal, moving and related services.

The Franchisor has expended considerable time, effort and expense to acquire knowledge and

experience in the business of marketing its services to the general public and commercial enterprises.

Furthermore, the Franchisor has developed a system for performing junk removal and related services in a

timely and efficient manner. The System is operated according to certain confidential and proprietary

procedures which include: its client lists, methods of doing business, methods of providing junk removal

services, distinctive trade name and logo, proprietary formats, equipment requirements, copyrighted

advertising campaigns and materials, uniforms and other items used in operating procedures and certain

business techniques, including procedures and instructions set forth in the Franchisor’s operations and

procedures manual, software, financial data, instructional materials and training programs, research and

development, product and service development plans and trade secrets and intellectual property

(collectively, the “Confidential Information”).

During the course of employment with Employer, Employee has been or will be exposed to and

become familiar with various aspects of concepts, designs, procedures, processes and other Confidential

Information proprietary to the Franchisor and Employer, and will continue to gain such exposure to and

familiarity with such information while employed by Employer. The Franchisor and Employer desire to

be assured by Employee that any such information gained during employment with Employer will be

regarded as proprietary information and will not be disclosed to any third parties during or after

employment, and that Employee will not compete with Employer, the Franchisor or its affiliates.

In consideration of the [continued] employment of Employee by Employer, the [continued]

compensation of Employee by Employer during the duration of employment, the [continued] use and

enjoyment by Employee of Employer’s facilities and equipment, the [ongoing] disclosure to Employee of

Employer’s confidential and proprietary information, the [continued] opportunity for Employee to serve

Employer’s clients and clients, and the mutual covenants contained herein, the parties agree:

1. Confidentiality

. Employee recognizes and acknowledges that during the course of his or

her employment, he or she will have access to certain Confidential Information not generally known to

the public relating to the services, sales or business of Employer and the Franchisor. Employee

recognizes and acknowledges that this Confidential Information constitutes a valuable, special and unique

asset of Employer and the Franchisor, access to and knowledge of which are essential to the performance

of Employee’s duties. Employee acknowledges and agrees that all such Confidential Information

including, without limitation that which Employee conceives or develops, either alone or with others, at

any time during his or her employment by Employer, is and shall remain the exclusive property of the

Franchisor.

2. Non-disclosure

. Employee agrees that, except as directed by Employer or the Franchisor,

Employee will not at any time, whether during or after employment with Employer, use or disclose to any

person for any purpose other than for the benefit of Employer or the Franchisor any Confidential

Information, or permit any person to use, examine and/or make copies of any documents, files, data or

other information sources which contain or are derived from Confidential Information, whether prepared

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by Employee or otherwise coming into the Employee’s possession or control, without the prior written

permission of Employer.

3. Franchisor Materials

. Employee will safeguard and return to Employer upon termination

of Employee’s employment with Employer, or sooner if Employer so requests, all documents and

property in Employee’s care, custody or control relating to his or her employment or Employer’s or the

Franchisor’s business, including, without limitation, any documents that contain the Confidential

Information.

4. Other Employment While Employed by Employer

. While employed by Employer,

Employee shall not do work that competes with or relates to any of Employer’s or the Franchisor’s

products or activities without first obtaining Employer’s written permission. Any business opportunities

related to Employer’s or the Franchisor’s business that Employee learns of or obtains while employed by

Employer (whether or not during working hours) shall belong to Employer.

5. Non-competition After Employment by Employer Ends

. For a period of two (2) years

after Employee’s employment by Employer terminates, Employee will not, directly or indirectly,

anywhere in the United States: (a) sell, market or propose to sell or market the services that compete or

will compete with the Employer’s or Franchisor’s then-existing business, or (b) become an employee,

employer, consultant, officer, director, partner, trustee or shareholder of more than five (5%) percent of

the outstanding common stock of, or provide services or information to any person or entity that sells,

markets or proposes to sell or market the services performed by the Franchisor.

6. Saving Provision

. The parties agree and stipulate that the agreements and covenants not

to compete contained in the preceding paragraph, including the scope of the restricted activities described

therein and the duration and geographic extent of such restrictions, are fair and reasonably necessary for

the protection of Confidential Information, goodwill, and other protectable interests, in light of all of the

facts and circumstances of the relationship between the Franchisor, Employee and Employer. In the event

a court of competent jurisdiction should decline to enforce any provision of the preceding paragraph, such

paragraph shall be deemed to be modified to restrict Employee’s competition to the maximum extent, in

both time and geography, which the court shall find enforceable.

7. No Guarantee of Employment

. This Agreement does not constitute a guarantee of

continued employment. Employee’s employment is terminable at any time by Employer or Employee,

with or without cause or prior notice, unless otherwise provided in a written employment agreement.

8. No Conflicting Agreements

. Employee is not a party to any agreements, such as

confidentiality or non-competition agreements, that limit Employee’s ability to perform his or her duties

for Employer.

9. Injunctive Relief

. The Employee acknowledges that disclosure of any Confidential

Information or breach or threatened breach of any of the non-competition and non-disclosure covenants

or other agreements contained herein would give rise to irreparable injury to Employer or the Franchisor,

which injury would be inadequately compensable in money damages. Accordingly, Employer or the

Franchisor, at its sole discretion, may seek and obtain injunctive relief from the breach or threatened

breach of any provision, requirement or covenant of this Agreement, in addition to and not in limitation of

any other legal remedies which may be available. Employee further acknowledges, agrees and stipulates

that, in the event of the termination of employment with the Employer, the Employee’s experience and

capabilities are such that the Employee can obtain employment in business activities which are of a

different and non-competing nature with his or her activities as an employee of Employer; and that the

enforcement of a remedy hereunder by way of injunction will not prevent the Employee from earning a

reasonable livelihood. Employee further acknowledges and agrees that the covenants contained herein

are necessary to protect the legitimate business interests of Employer and the Franchisor and are

reasonable in scope and content.

10. Enforcement

. The provisions of this Agreement shall be enforceable notwithstanding the

existence of any claim or cause of action against the Franchisor, Employer by Employee, whether

predicated on this Agreement or otherwise.

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11. Governing Law

. The Agreement shall be construed in accordance with the internal laws

of the State of Florida. The parties hereto agree to personal jurisdiction in the State of Florida.

Employee’s obligations under this Agreement supplement and do not supersede the obligations imposed

on Employee by the laws of the State of Florida and the United States of America.

12. Legal Expense

. In any suit, proceeding or action to enforce any term, condition or

covenant of this Agreement or to procure an adjudication or determination of the rights of the Franchisor,

Employer or Employee, the prevailing party shall be entitled to recover from the other party reasonable

sums as attorneys’ fees and costs and expenses in connection with such suit, proceeding or action,

including any appeal, which sums shall be included in any judgment or decree entered therein.

13. Waiver of Breach

. The waiver of any breach of any provision of this Agreement or

failure to enforce any provision hereof shall not operate or be construed as a waiver of any subsequent

breach by any party.

14. Assignment

. This Agreement is fully assignable by the Employer and all of Employee’s

obligations survive any transfer or assignment of this agreement or any change in ownership of the

Employer.

DATED this ____ day of ___________________, 20__.

EMPLOYEE:

Name:

EMPLOYER:

By:

Its:

THE FRANCHISOR: CHHJ FRANCHISING L.L.C.

By:

Its:

EXHIBIT “C”

CHHJ FRANCHISING L.L.C.

FRANCHISE AGREEMENT

CONDITIONAL ASSIGNMENT OF

TELEPHONE NUMBERS AND LISTINGS AND INTERNET ADDRESSES

THIS CONDITIONAL ASSIGNMENT OF TELEPHONE NUMBERS AND LISTINGS

AND INTERNET ADDRESSES (this “Assignment”) is effective as of _______________, 20__,

between CHHJ Franchising L.L.C. (the “Franchisor”), with its principal place of business at 1513 East

9th Avenue, Tampa, Florida 33605, and

, whose

current place of business is

(the “Franchisee”). The Franchisor and the Franchisee are sometimes referred to collectively as the

“parties” or individually as a “party.”

BACKGROUND INFORMATION

The Franchisor has simultaneously entered into the certain Franchise Agreement (the “Franchise

Agreement”) dated as of ____________, 20___ with the Franchisee, pursuant to which the franchisee

plans to own and operate a franchise that will provide junk removal services, including picking up

unwanted items from residential or commercial clients and taking it to the appropriate landfill or transfer

station for appropriate disposal or recycling, the provision of moving services, and the sale of products

and services related thereto (the “Franchised Business”) using the Franchisor’s website, trade name,

trademarks and service marks of College Hunks Hauling Junk® and College Hunks Moving®, and phone

number (collectively, the “Proprietary Marks”) The Franchised Business uses certain proprietary

knowledge, procedures, formats, systems, forms, printed materials, applications, methods, specifications,

standards and techniques authorized or developed by the Franchisor (collectively the “System”). In order

to protect our interest in the System and the Proprietary Marks, the Franchisor will have the right to

control the telephone numbers and listings and internet addresses of the Franchised Business if the

Franchise Agreement is terminated.

OPERATIVE TERMS

The parties agree as follows:

1. Background Information

: The background information is true and correct. This Assignment

will be interpreted by reference to the background information. Terms not otherwise defined in this

Assignment will have the meanings as defined in the Franchise Agreement.

2. Conditional Assignment

: FOR VALUE RECEIVED, Franchisee hereby assigns to

Franchisor: (a) those certain telephone numbers and regular, classified or other telephone directory

listings (collectively, the "Telephone Numbers and Listings"); and (b) those certain Internet website

addresses ("URLs"), social media pages, and email addresses including gmail associated with

Franchisor's trade and service marks and used from time to time in connection with the operation of the

Authorized Business at the address provided above. This Assignment is for collateral purposes only and,

except as specified herein, Franchisor shall have no liability or obligation of any kind whatsoever arising

from or in connection with this Assignment, unless Franchisor shall notify the telephone company and/or

the listing agencies with which Franchisee has placed telephone directory listings (all such entities are

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collectively referred to herein as "Telephone Company") and/or Franchisee's Internet service provider

("ISP") to effectuate the assignment pursuant to the terms hereof.

Upon termination or expiration of the Franchise Agreement (without extension) for any reason,

Franchisor shall have the right and is hereby empowered to effectuate the assignment of the Telephone

Numbers and Listings and the URLs, and, in such event, Franchisee shall have no further right, title or

interest in the Telephone Numbers and Listings and the URLs, and shall remain liable to the Telephone

Company and the ISP for all past due fees owing to the Telephone Company and the ISP on or before the

effective date of the assignment hereunder.

3. Power of Attorney

: Franchisee agrees and acknowledges that as between Franchisor and

Franchisee, upon termination or expiration of the Franchise Agreement, Franchisor shall have the sole

right to and interest in the Telephone Numbers and Listings and the URLs, and Franchisee irrevocably

appoints Franchisor as Franchisee's true and lawful attorney-in-fact, which appointment is coupled with

an interest, to direct the Telephone Company and the ISP to assign same to Franchisor, and execute such

documents and take such actions as may be necessary to effectuate the assignment. Upon such event,

Franchisee shall immediately notify the Telephone Company and the ISP to assign the Telephone

Numbers and Listings and the URLs to Franchisor. If Franchisee fails to promptly direct the Telephone

Company and the ISP to assign the Telephone Numbers and Listings and the URLs to Franchisor,

Franchisor shall direct the Telephone Company and the 1SP to effectuate the assignment contemplated

hereunder to Franchisor. The parties agree that the Telephone Company and the ISP may accept

Franchisor's written direction, the Franchise Agreement or this Assignment as conclusive proof of

Franchisor's exclusive rights in and to the Telephone Numbers and Listings and the URLs upon such

termination or expiration and that such assignment shall be made automatically and effective immediately

upon Telephone Company's and ISP' s receipt of such notice from Franchisor or Franchisee. The parties

further agree that if the Telephone Company or the ISP requires that the parties execute the Telephone

Company's or the ISP's assignment forms or other documentation at the time of termination or expiration

of the Franchise Agreement, Franchisor's execution of such forms or documentation on behalf of

Franchisee shall effectuate Franchisee's consent and agreement to the assignment. The parties agree that at

any time after the date hereof they will perform such acts and execute and deliver such documents as may

be necessary to assist in or accomplish the assignment described herein upon termination or expiration of

the Franchise Agreement.

4. Indemnification

: You will indemnify and hold us and our affiliates, stockholders, directors,

officers and representatives (collectively, the “Indemnified Parties”) harmless from and against any and

all losses, liabilities, claims, proceedings, demands, damages, judgments, injuries, attorneys’ fees, costs

and expenses that any of the Indemnified Parties incur as a result of any claim brought against any of the

Indemnified Parties or any action which any of the Indemnified Parties are named as a party or which any

of the Indemnified Parties may suffer, sustain or incur by reason of, or arising out of, your breach of any

of the terms of any agreement or contract or the nonpayment of any debt you have with the Telephone

Company and/or ISP.

5. Binding Effect

: This Assignment is binding upon and inures to the benefit of the parties and

their respective successors-in-interest, heirs, and successors and assigns.

6. Assignment to Control

: This Assignment will govern and control over any conflicting

provision in any agreement or contract which you may have with the Telephone Company and/or ISP.

7. Attorney’s Fees, Etc.

: In any action or dispute, at law or in equity, that may arise under or

otherwise relate to this Assignment or the enforcement thereof, the prevailing party will be entitled to

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reimbursement of its attorneys’ fees, costs and expenses from the non-prevailing party. The term

“attorneys’ fees” means any and all charges levied by an attorney for his or her services including time

charges and other reasonable fees including paralegal fees and legal assistant fees and includes fees

earned in settlement, at trial, appeal or in bankruptcy proceedings and/or in arbitration proceedings.

8. Severability

: If any of the provisions of this Assignment or any section or subsection of this

Assignment are held invalid for any reason, the remainder of this Assignment or any such section or

subsection will not be affected, and will remain in full force and effect in accordance with its terms.

9. Governing Law and Forum

: This Assignment is governed by Florida law. The parties will

not institute any action against any of the other parties to this Assignment except in the state or federal

courts of general jurisdiction in Hillsborough County, Florida, and they irrevocably submit to the

jurisdiction of such courts and waive any objection they may have to either the jurisdiction or venue of

such court.

ASSIGNOR

: ASSIGNEE:

CHHJ FRANCHISING L.L.C.

By:

Print Name:

Title:

Date:

By:

Print Name:

Date:

By:

Print Name:

Date:

EXHIBIT “D”

CHHJ FRANCHISING L.L.C.

FRANCHISE AGREEMENT

PRINCIPAL OWNER’S GUARANTY

This Guaranty must be signed by the principal owners (referred to as “you” for purposes of this Guaranty only) of

(the “Business Entity”) under the ____________________________________ Agreement dated ________________ (the

“Agreement”) with CHHJ FRANCHISING L.L.C. (the“Franchisor”).

1. Scope of Guaranty

. In consideration of and as an inducement to our signing and delivering the Agreement, each

of you signing this Guaranty personally and unconditionally: (a) guarantee to the Franchisor and its successors and assigns that

the Business Entity will punctually pay and perform each and every undertaking, agreement and covenant set forth in the

Agreement; and (b) agree to be personally bound by, and personally liable for the breach of, each and every provision in the

Agreement.

2. Waivers

. Each of you waive: (a) acceptance and notice of acceptance by us of your obligations under this

Guaranty; (b) notice of demand for payment of any indebtedness or nonperformance of any obligations guaranteed by you;

(c) protest and notice of default to any party with respect to the indebtedness or nonperformance of any obligations guaranteed

by you; (d) any right you may have to require that an action be brought against the Business Entity or any other person as a

condition of your liability; (e) all rights to payments and claims for reimbursement or subrogation which you may have against

the Business Entity arising as a result of your execution of and performance under this Guaranty; and (f) all other notices and

legal or equitable defenses to which you may be entitled in your capacity as guarantors.

3. Consents and Agreements

. Each of you consent and agree that: (a) your direct and immediate liability under this

Guaranty are joint and several; (b) you must render any payment or performance required under the Agreement upon demand if

the Business Entity fails or refuses punctually to do so; (c) your liability will not be contingent or conditioned upon our pursuit

of any remedies against the Business Entity or any other person; (d) your liability will not be diminished, relieved or otherwise

affected by any extension of time, credit or other indulgence which the Franchiosr may from time to time grant to Business

Entity or to any other person, including, without limitation, the acceptance of any partial payment or performance or the

compromise or release of any claims and no such indulgence will in any way modify or amend this Guaranty; and (e) this

Guaranty will continue and is irrevocable during the term of the Agreement and, if required by the Agreement, after its

termination or expiration.

4. Enforcement Costs

. If the Franchisor is required to enforce this Guaranty in any judicial or arbitration

proceeding or any appeals, you must reimburse the Franchisor for its enforcement costs. Enforcement costs include reasonable

accountants’, attorneys’, attorney’s assistants’, arbitrators’ and expert witness fees, costs of investigation and proof of facts,

court costs, arbitration filing fees, other litigation expenses and travel and living expenses, whether incurred prior to, in

preparation for, or in contemplation of the filing of any written demand, claim, action, hearing or proceeding to enforce this

Guaranty.

5. Effectiveness

. Your obligations under this Guaranty are effective on the Agreement Date, regardless of the actual

date of signature. Terms not otherwise defined in this Guaranty have the meanings as defined in the Agreement. This

Guaranty is governed by Florida law and the Franchisor may enforce its rights regarding it in the courts of Hillsborough

County, Florida. Each of you irrevocably submits to the jurisdiction and venue of such courts.

Each of you now sign and deliver this Guaranty effective as of the date of the Agreement regardless of the actual date

of signature.

PERCENTAGE OF OWNERSHIP GUARANTORS

INTEREST IN BUSINESS ENTITY

Print Name:

Date:

Print Name:

Date:

Print Name:

Date:

EXHIBIT “E”

CHHJ FRANCHISING L.L.C.

FRANCHISE AGREEMENT

CONDITIONAL ASSIGNMENT OF SERVICE VEHICLE LEASE

THIS AGREEMENT is made this _____ day of _________, 20____ among

__________________________________________ (Lease Company Legal Name), with an address of

_________________________________________________________ (the “Lessor”),

_______________________________________ (Franchisee name or name on Lease), with an address of

_______________________________________ (the “Franchisee”), and CHHJ Franchising, L.L.C., a

Delaware limited liability company with an address of 1513 East 9th Avenue, Tampa, Florida 33605 (the

“Franchisor”).

WHEREAS, the Lessor and the Franchisee are parties to a lease agreement (the “Lease”) for a

vehicle (the “Service Vehicle”) described in Schedule A hereto; and

WHEREAS; the Franchisor and the Franchisee are parties to a franchise agreement (the

“Franchise Agreement”) for the operation of a College Hunks Moving® or College Hunks Moving®

business in conjunction with the use of the Service Vehicle; and

WHEREAS; the parties are desirous of entering into an agreement setting out the rights of the

Franchisor to assume and assign the Lease as lessee of the Service Vehicle in n certain events;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which

are hereby acknowledged, the parties covenant and agree as follows:

1. If the Lease is terminated for any reason whatsoever or if the Franchise Agreement

expires or is terminated for any reason whatsoever, then the Franchisee’s rights under the Lease shall, at

the option of the Franchisor, be transferred and assigned to the Franchisor.

2. In the event that the Lease is terminated as provided in Section 1, then the Lessor shall,

within five (5) days of such termination, provide written notice of such termination to the Franchisor, by

overnight courier or facsimile transmission to Franchisor’s address provided above, which notice shall

state the reason(s) for such termination. If the reason(s) for termination include failure to make required

payments, the Lessor shall also provide a statement of account of all monies owed by the Franchisee in

accordance with the provisions of the Lease.

3. In the event of expiration or termination of the Franchise Agreement as provided in

Section 1, and in the further event that the Franchisor (or its affiliate) wishes to assume the Lease as

lessee, then the Franchisor shall have thirty (30) days within which to exercise its option to have the

Lease transferred and assigned to Franchisor. If Franchisor chooses to exercise its option, it will provide

written notice of such election to the Lessor, by overnight courier or facsimile transmission to the

Lessor’s address provided above, within such thirty (30) day period. The Franchisee acknowledges that

the Lessor may rely upon such notice and shall not be required to inquire into the due execution thereof or

the accuracy of the statements set forth therein.

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4. If the Franchisor wishes to exercise its option to assume the Lease after receipt from

Lessor of the termination notice prescribed by Section 2, then the Franchisor shall give written notice of

such election to the Lessor in the manner set forth in Section 3. Upon giving such notice, the Franchisor

shall have the right to have transferred and assigned unto itself all of the Franchisee’s rights and benefits

contained in the Lease, as if the notice of termination of the Lease had not been given.

5. If the Franchisor gives written notice pursuant to Section 4 hereof then, if required by the

Lessor, acting reasonably, the Franchisor shall execute the Lessor’s standard form of assignment whereby

the Franchisor shall agree to abide by and be bound by the terms and conditions of the Lease for the

balance of the term thereof in the same manner as if the Franchisor had originally been named as the

lessee in the Lease, but subject to the provisions of this Agreement.

6. The Franchisor shall, within thirty (30) business days of the Franchisor’s notice to the

Lessor of its election to assume the Lease, cure any monetary default of the Franchisee and any default of

the Franchisee of any non-monetary covenant contained in the Lease, in accordance with the notice of

termination of lease given by the Lessor to the Franchisor.

7. During the term of the Lease or any renewal thereof, whenever the Lessor provides notice

to Franchisee of his/her default in the payment of amounts due or a default of a non-monetary nature,

Lessor shall provide a copy of such notice contemporaneously to Franchisor at its address provided

above.

8. So long at the Franchisee is the lessee, the Lease shall not be altered or amended in any

way without the prior written approval of the Lessor, the Franchisee and the Franchisor. Any such

amendment or alteration shall be null and void and shall not effect or limit the Franchisor’s rights

hereunder unless approved in writing by the Lessor, the Franchisee and the Franchisor.

9. If the Franchisor exercises its option to assume the Lease as lessee and provided that the

Franchisor (as the new lessee) is not in default of any of its obligations or agreements under the Lease,

then the Franchisor shall, upon written notice to Lessor, have the right to assign its rights as lessee under

the Lease to a duly authorized franchisee of the Franchisor (or its affiliate), who has entered into a new

franchise agreement with the Franchisor (or its affiliate), without the consent of the Lessor; provided that

any such assignment shall only become effective upon the Franchisor having provided to the Lessor all of

the following:

(a) the name, address and contact person of the assignee;

(b) a copy of the duly executed franchise agreement between the assignee and the

Franchisor (or its of affiliate);

directly with the Lessor to use the Service Vehicle pursuant to the terms of the Lease (if applicable), to

perform each and every of the terms, conditions and covenants of the Lease to be performed on the part of

the Franchisee, and that any breach of the new franchise agreement between the assignee and the

Franchisor (or its affiliate) shall constitute a breach of the Lease by the assignee, and that any breach of

the Lease by the assignee shall constitute a breach of the Franchise Agreement by the assignee; and

(d) a new conditional assignment of lease (in the Franchisor’s then-current form)

between the Franchisor, the assignee (as new franchisee) and the Lessor, duly executed by the Franchisor

and the assignee, which the Lessor will execute in a timely manner.

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10. Upon the date of delivery to the Lessor of all of the documents listed in Section 9, the

assignment to the assignee (new franchisee) shall become effective and the Lessor shall provide

Franchisor with written confirmation that Franchisor is released from performance of the Lease from and

after the effective date of such assignment.

11. Each and every occasion of expiration or termination of a Franchise Agreement or

termination of the Lease by Lessor, or both, shall provide Franchisor with the right to exercise its option

to assume the Lease as lessee as set forth herein.

12. The Lessor acknowledges that the Franchisor is executing this Agreement solely for the

purposes of acknowledging the provisions contained herein and agrees that such execution by the

Franchisor shall in no way be construed so as to obligate the Franchisor for the performance of any terms,

conditions, obligations and covenants herein, except as specifically set forth in this Agreement. The

Franchisee acknowledges and confirms that the Franchisee has reviewed with professional advisors and

evaluated the commercial risks inherent in entering into the Lease and this Agreement and the Franchisee

hereby waives all rights, claims, demands, actions, or causes of actions whatsoever against the Franchisor,

its directors, officers, shareholders, agents, parent company, successors and assigns in the event that the

Franchisor should exercise its option to assume the Lease, or elect to not exercise its option to assume the

Lease.

13. The Lessor acknowledges that there is good and valuable consideration given to the

Lessor for the rights hereby granted by the Lessor to the Franchisor. The Franchisee consents to such

rights being granted to the Franchisor.

14. This Agreement shall form an integral part of the Lease.

15. All notices, requests, demands or other communications by the terms hereof required or

permitted to be given by one party to another shall be given in writing by overnight courier or by

facsimile transmission, delivered to such other party at his, her or its respective address or facsimile

number set forth on page one hereof or at such other address or facsimile number as may be notified by

such other party in the same manner to the others from time to time, and such notices, requests, demands,

acceptances and other communications shall be deemed to have been received when delivered or, if sent

by facsimile, 24 hours after confirmed receipt thereof.

16. This Agreement shall extend to and be binding upon the parties hereto and their

respective heirs, executors, administrators, successors and permitted assigns.

17. This Agreement shall be construed in accordance with the laws of the State of Florida.

18. The words “hereof,” “herein,” “hereunder” and similar expressions used in any section of

this Agreement relate to the whole of this Agreement and not to that section only, unless otherwise

expressly provided. Reference to any party as male, female, or no gender shall include male or female

franchisee, general or limited partnership, joint venture, corporation, limited liability company, trust, or

any other association or business entity, as relevant in the context.

19. Each of the parties acknowledges that such party has received, has had ample time to

read, and has read this Agreement and fully understands its provisions. Each of the parties further

acknowledges that such party has had an adequate opportunity to be advised regarding all pertinent

aspects of this Agreement by legal advisors of such party’s own choosing.

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IN WITNESS WHEREOF the parties have executed this Agreement effective the date first

above written.

LESSOR:

By:

Name:

Title:

Duly Authorized

FRANCHISEE:

By:

Name:

Title:

FRANCHISOR:

CHHJ FRANCHISING, L.L.C.

By:

Name:

Title:

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Schedule A to

Conditional Assignment of Service Vehicle Lease

Service Vehicle Lease Description:

Effective Date:

Service Vehicle Description:

Year:

Make:

Model:

VIN Number:

EXHIBIT “F”

CHHJ FRANCHISING L.L.C.

FRANCHISE AGREEMENT

AUTHORIZATION AGREEMENT FOR PREARRANGED PAYMENTS

(Name of Person or Legal Entity)

(ID Number)

The undersigned depositor (“Depositor”) hereby authorizes CHHJ Franchising L.L.C. (“Franchisor”) to

initiate debit entries and/or credit correction entries to the undersigned’s checking and/or savings

account(s) indicated below and the depository designated below (“Depository”) (“Bank”) to debit or

credit such account(s) pursuant to Franchisor’s instructions.

Depository Branch

City State Zip Code

Bank Transit/ABA Number Account Number

This authorization is to remain in full and force and effect until sixty (60) days after Franchisor has

received written notification from Franchisee of its termination.

Depositor

By:

Name:

Title:

Date:

EXHIBIT “G”

CHHJ FRANCHISING L.L.C.

FRANCHISE AGREEMENT

TRANSFER OF FRANCHISE TO A

CORPORATION OR LIMITED LIABILITY COMPANY

This Transfer Agreement hereby amends that certain Franchise Agreement dated ____________,

20___ between CHHJ Franchising L.L.C. (“Franchisor”) and ______________________ (“Franchisee”).

The undersigned, an Officer, Director and Owner of a majority of the issued and outstanding

voting stock of the corporation set forth below, or Members of the issued and outstanding Interests of the

Limited Liability Company set forth below and the Franchisee of the College Hunks Hauling Junk®

Business under a Franchise Agreement executed on the date set forth below, between himself or herself

and Franchisor, granting him/her a franchise to operate at the location set forth below, and the other

undersigned Directors, Officers and Shareholders of the Corporation, or the Members of the Limited

Liability Company, who together with Franchisee constitute all of the Shareholders of the Corporation, or

the Members of the Limited Liability Company, in order to induce Franchisor to consent to the

assignment of the Franchise Agreement to the Corporation, or Limited Liability Company in accordance

with the provisions of Section 16.3 of the Franchise Agreement, agree as follows:

1. The undersigned Franchisee shall remain personally liable in all respects under the

Franchise Agreement and all the other undersigned Officers, Directors and Shareholders of the

Corporation, or the Members of the Limited Liability Company, intending to be legally bound hereby,

agree jointly and severally to be personally bound by the provisions of the Franchise Agreement

including the restrictive covenants contained in Article XV thereof, to the same extent as if each of them

were the Franchisee set forth in the Franchise Agreement and they jointly and severally personally

guarantee all of the Franchisee’s obligations set forth in said Agreement.

2. The undersigned agree not to transfer any stock in the Corporation, or any interest in the

Limited Liability Company without the prior written approval of the Franchisor and agree that all stock

certificates representing shares in the Corporation, or all certificates representing interests in the Limited

Liability Company shall bear the following legend:

“The shares of stock represented by this certificate are subject to the

terms and conditions set forth in a Franchise Agreement dated

____________, 20__ between

and CHHJ

Franchising L.L.C.”

“The ownership interests represented by this certificate are subject to the

terms and conditions set forth in a Franchise Agreement dated

____________, 20__ between

and CHHJ

Franchising L.L.C.”

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or his designee shall devote his best efforts to the day-to-day

operation and development of the Franchised Business.

hereby agrees to become a party to and to be bound by all of the

provisions of the Franchise Agreement executed on the date set forth below between Franchisee and

Franchisor, to the same extent as if it were named as the Franchisee therein.

Date of Franchise Agreement:

Location of Franchised Business:

As to Paragraph 3:

[Name]

As to Paragraph 4:

[Name]

Name of Corp. or Limited Liability Company

By:

(SEAL)

Title:

In consideration of the execution of the above Agreement, CHHJ Franchising L.L.C. hereby

consents to the above referred to assignment on this

day of _____________, 20 .

CHHJ FRANCHISING L.L.C.

By:

Title:

EXHIBIT “H”

CHHJ FRANCHISING L.L.C.

FRANCHISE AGREEMENT

PROMISSORY NOTE

$__________ [City, State]

Dated: _______________

FOR VALUE RECEIVED, the undersigned, ____________________ (“Maker”), a __________

corporation maintaining an office at _________________________, hereby promises to pay to the order

of CHHJ Franchising L.L.C. (“Payee”), a Delaware limited liability company maintaining an office at

1513 East 9th Avenue, Tampa, Florida 33605, the principal sum of __________ Thousand and 00/100

($___,000.00) Dollars. Said principal shall be payable with interest thereon at the rate of ____ percent

(__%) per annum in twenty-four (24) monthly installments of principal and interest in the amount of

_____________________ ($_______) Dollars each, commencing on the date hereof, and continuing

thereafter on the first day of each of the following twenty-three (23) months.

Maker shall have the right to prepay this Note in whole at any time or in part from time to time

without penalty or premium, provided that on each prepayment Maker shall pay accrued interest on the

principal amount so prepaid to the date of such prepayment, and each partial prepayment shall be applied

to the installments of this Note in inverse order of their stated maturities.

All payments by Maker on account of principal or interest hereunder shall be made in lawful

money of the United States of America, in immediately available funds.

This Note represents the balance owed to Payee under that certain Franchise Agreement, dated

_____________, between Maker and Payee (the “Franchise Agreement”). Unless otherwise defined

herein, all capitalized terms used in this Note shall have the meanings assigned to them in the Franchise

Agreement.

Each of the following shall be an “Event of Default” under this Note:

1. Maker shall fail to make any payment of principal of or interest on this Note on

the due date therefor;

2. Any judgment against Maker or any attachment, levy or execution against any of

its properties for any amount shall remain unpaid, or shall not be released, discharged, dismissed,

or fully bonded for a period of thirty (30) days or more after its entry, issue or levy, as the case

may be;

3. Maker shall become insolvent (however evidenced) or be unable, or admit in

writing its inability, to pay its debts as they mature;

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4. Maker shall make an assignment for the benefit of creditors, or a trustee, receiver

or liquidator shall be appointed for Maker or for any of its property, or the commencement of any

proceedings by Maker under any bankruptcy, reorganization, arrangement of debt, insolvency,

receivership, liquidation or dissolution law or statute, or the commencement of any such

proceedings without the consent of Maker, and such proceedings shall continue undischarged for

a period of thirty (30) days; or

5. The breach by Maker of any representation, warranty or covenant contained in or

made pursuant to the Franchise Agreement.

Upon the occurrence of an Event of Default, Payee may declare the entire unpaid principal

amount of this Note and all interest accrued and unpaid hereon to be forthwith due and payable,

whereupon the same shall become and be immediately due and payable (time being of the essence of this

Note), and recapture the Franchise Agreement and territory associated therewith.

After an Event of Default, interest on the unpaid balance of this Note shall accrue and be payable

at the maximum contract rate permitted by law. If an Event of Default should occur, Maker will pay all

costs and expenses of enforcement and collection of this Note, including attorneys’ fees.

No failure on the part of Payee to exercise, and no delay in exercising, any right hereunder shall

operate as a waiver thereof; nor shall any single or partial exercise by Payee of any right hereunder

preclude any other or further exercise thereof or the exercise of any other right. The remedies herein

provided are cumulative and not exclusive of any remedies provided by law.

This Note shall be construed in accordance with the laws of the State of Florida.

This Note shall be binding upon Maker and its successors and assigns, and the terms hereof shall

inure to the benefit of Payee and its successors and assigns, including subsequent holders hereof.

Maker hereby waives presentment, demand, protest, dishonor and all other notices and demands

in connection with the delivery, acceptance, performance default or endorsement of this Note, and

consents to any and all extensions of time, or terms of payment of this Note.

Maker hereby irrevocably consents to the jurisdiction of any applicable Florida State or federal

court over any action or proceeding arising out of any dispute between Maker and Payee, and Maker

further irrevocably consents to the service of process in any such action or proceeding by the mailing of a

copy of such process to Maker at the address set forth above.

Maker expressly waives any and every right to a trial by jury in any action on or related to this

Note or the enforcement thereof.

Maker

By:

Title:

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INDIVIDUAL GUARANTY OF PROMISSORY NOTE

In consideration of any financial accommodations previously, now or hereafter made or granted

by CHHJ Franchising L.L.C. (“Lender”) to or for the account of _________________ (“Borrower”),

under that certain Promissory Note (the “Note”) dated _____________, 20___ payable by Borrower to

Lender, said Note having been delivered in connection with that certain Franchise Agreement between

Borrower as Franchisee and Lender as Franchisor dated ____________, 20___ (the “Franchise

Agreement”), and in order to induce Lender to accept the Note from Borrower, _____________

(“Principal”), being the ___________ [title] and the holder of a majority interest in Borrower, hereby

guarantees: (i) the prompt payment to Lender of all sums which may in any manner whatsoever be

presently due and owing and of all sums which shall in the future become in any manner whatsoever due

and owing to Lender from Borrower under the Note whether by acceleration or otherwise; and (ii) the due

performance by Borrower of all its obligations under the Note.

Principal also agrees: (a) that the liability of Principal is DIRECT, ABSOLUTE AND

UNCONDITIONAL and may be enforced without (i) requiring Lender first to resort to any other right,

remedy or security or (ii) regard to the validity, regularity or enforceability of any obligation or purported

obligation of Borrower under the Note or otherwise; (b) that this Guaranty shall not be impaired by any

modification or extension of the Note or any other agreement between Borrower and Lender, nor by any

modification or release of any of the obligations hereby guaranteed or of any security therefor, nor by any

agreement or arrangement whatsoever with Borrower or anyone else; (c) that Principal shall be liable to

Lender for all attorneys’ fees and costs incurred by Lender by reason of this Guaranty or in connection

with or arising out of or in enforcing any rights granted Lender hereunder or in any respect relating to the

Note; (d) that Principal shall not have any right of subrogation, reimbursement or indemnity whatsoever,

nor any right of recourse to security for the debts and obligations of Borrower to Lender, unless and until

all of Borrower’s obligations in respect of the Note have been paid in full; (e) that if Borrower or

Principal shall at any time become insolvent or make a general assignment or if a petition in bankruptcy

or any insolvency or reorganization proceedings shall be filed or commenced by or against Borrower or

Principal, any and all obligations of Principal shall, at Lender’s option, become immediately due and

payable without notice; (f) that this Guaranty is, as to Principal, a continuing Guaranty which shall remain

effective until all obligations of Borrower to Lender shall be paid in full; (g) that nothing shall discharge

or satisfy the liability of Principal except the full payment and performance of all Borrower’s debts and

obligations to Lender in respect of the Note; (h) that any and all present and future debts and obligations

of Borrower to Principal are hereby waived and postponed in favor of and subordinated to the full

payment and performance of all present and future debts and obligations of Borrower to Lender.

Principal warrants and represents to and covenants with Lender that: this Guaranty contains

Principal’s entire agreement with respect to Principal’s guarantee of Borrower’s obligations; all prior

agreements, commitments, understandings, representations, warranties and negotiations in connection

herewith, if any, are hereby merged into this Guaranty; and no oral representations shall in any manner

whatsoever modify or explain any of the terms and conditions of this Guaranty. This Guaranty may not

be changed or terminated in any manner whatsoever except in writing signed by Principal and Lender.

Principal covenants with Lender that Principal has the full legal right, power and authority to

execute this Guaranty; and that none of Principal’s obligations hereunder will result in any breach of any

provision of any agreement or instrument to which Principal is a party or by which Principal is bound.

PRINCIPAL WAIVES: (a) notice of acceptance hereof; (b) THE RIGHT TO A JURY TRIAL

IN ANY ACTION HEREUNDER; (c) presentment, demand and protest of any instrument and notice

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thereof; (d) notice of default; (e) all other notices or formalities to which Principal is or might be entitled

whether by law or otherwise; and (f) all rights of set-off.

Principal’s obligations under this Guaranty shall include all amounts paid by or on behalf of

Borrower which may be recovered by any person or entity as a preference, fraudulent transfer or

conveyance or similar transfer and all of Lender’s costs and expenses of the defense of any action for

such recovery.

This Guaranty, all acts and transactions hereunder and the rights and obligations of the parties

hereto, shall be governed, construed and interpreted according to the laws of the State of Florida.

Principal hereby agrees that all actions or proceedings arising directly or indirectly, in connection with,

out of or related to this Guaranty (“Litigation”) shall be litigated, in Lender’s sole discretion and election,

in state and federal courts in Florida, and Principal hereby subjects himself and consents to the

jurisdiction and venue of the federal and state courts located in the State of Florida, as the exclusive

jurisdiction in any action or proceeding brought by Principal arising out of this Guaranty, and any

documents or agreements executed in connection therewith, and designates such Courts as the exclusive

jurisdiction and the proper venue for any action brought against Principal.

This Guaranty shall be binding upon the successors and assigns of Principal and shall inure to the

benefit of Lender’s successors and assigns. This Guaranty shall apply in favor of and be jointly and

severally enforceable by Lender and each of its affiliates, successors and assigns.

PRINT NAME: __________________, GUARANTOR

SIGNATURE:

DATE:

HOME ADDRESS:

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EXHIBIT D TO THE DISCLOSURE DOCUMENT

LIST OF FRANCHISEES

(as of December 31, 2012)

FRANCHISEES:

Arizona

Paul Ed Neumayr

6909 W. Ray Road, Suite 15

Chandler, Arizona 85226

480-277-3413

Location: Phoenix, Arizona

Number of Zones: 3

Arkansas

Nolen Hughes

10315 Pomegranate Avenue

North Little Rock, Arkansas 72118

501-960-0162

Location: Little Rock, Arkansas

Number of Zones: 1

California

Nick and Claudia Avedikian

16788 Knollwood Drive

Granada Hills, California 91344

818-926-9526

Location: Los Angeles, California

Number of Zones: 4

Aaron Kube

P.O. Box 983

Laguna Beach, California 92652

510-755-4830

Location: Irvine, California

Number of Zones: 1

Joe Silva

1550 Cienaga Rd.

Hollister, California 95023

831-673-1225

Location: San Francisco/San Jose, California

Number of Zones: 2

Ryan & Robin Davis

5444 Reservoir Drive #6

San Diego, CA 92101

Location: San Diego, California

Number of Zones: 2

Colorado

Nathaniel Bruno and Tanner White

2851 Larimer Street

Denver, Colorado 80210

303-747-5644

Location: Denver, Colorado

Number of Zones: 4

QB\149082.00002\18820628.13

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Florida

Faisal Ansari

4484 SW 34

Street

Orlando, Florida 32811

321-231-8332

Location: Orlando, Florida

Number of Zones: 5

Denise Houghtaling

1950 Custom Drive

Fort Myers, Florida 33907

239-567-4700

Location: Fort Myers, Florida

Number of Zones: 2

Barry Reiss

1500 N Florida Mango Rd Suite 18

West Palm Beach, Florida 33409

561-602-5009

Location: Palm Beach County/North Broward,

Florida

Number of Zones: 6

Georgia

Roger Panitch

6689-H Peachtree Industrial Blvd.

Norcross, Georgia 30092

404-849-2016

Location: Atlanta, Georgia

Number of Zones: 2

Illinois

Mark Heiss

3448 Carpenter

Steger, Illinois 60423

708-595-9290

Location: Chicago, Illinois

Number of Zones: 1

*Franchise terminated April 2013

Matt Johnson

1641 Wickham Court

Libertyville, IL 60048

847-680-8986

Location: Lake County, Illinois

Number of Zones: 2

Indiana

Jeff Johnson

7740 East 88th Street, Suite 400

Indianapolis, Indiana 46256

317-625-1508

Location: Indianapolis

Number of Zones: 2

Kansas

Shawnn Lampson

2819 N 77th Street

Kansas City, Kansas 66204

913-515-5521

Location: Kansas City, Kansas

Number of Zones: 2.5

QB\149082.00002\18820628.13

6/12/13

Kentucky

William Martin

105 Daventry Lane #302

Louisville, Kentucky 40223

502-209-8121

Location: Louisville, Kentucky

Number of Zones: 1

Martha Vaughn

125 Trade Street, Suite H

Lexington, Kentucky 40511

859-226-0426

Location: Lexington, Kentucky

Number of Zones: 1.5

Maryland

Greg Lynch & Valentine F. Lynch

1532i Pointer Ridge Place

Bowie, Maryland 21140

443-223-2404

Location: Anne Arundel, Maryland

Number of Zones: 4

Quentin Brookes and Braxton Gore

315 Rittenhouse St NW

Washington, DC 20011

202-487-1466

Location: Howard County, Maryland

Number of Zones: 1

Massachusetts

Bill Kelley and Dawn Orlando-Kelley

300 Brickstone Square, Suite 201

Andover, Massachusetts 01810

978-204-9732

Number of Zones: 2

Michigan

Dan Ryan and Patrick Lipa

906 W. 11 Mile Road

Madison Heights, Michigan 48071

586-713-3355

Location: Detroit, Michigan

Number of Zones: 2

Mississippi

Carl & Jennifer Carter

810 Foley Street

Jackson, Mississippi 39202

601-345-8195

Location: Jackson, Mississippi

Number of Zones: 1

Missouri

Gary W. Bussard

1033 Corporate Square Drive

St. Louis, MO 63132

314-283-0098

Location: St. Louis, Missouri

Number of Zones: 5

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New Jersey

Nancy Ziatyk

178 Route 206

Hillsborough, New Jersey 08805

908-240-8892

Location: Somerset, New Jersey

Number of Zones: 2

Stephen Bienko

9 Commerce Road

Fairfield, New Jersey 07004

201-317-7989

Location: North New Jersey

Number of Zones: 10

New York

Steven Nickels and Ted Panebianco

623 New York Avenue

Huntington, NY 11743

Red: 516-236-9382

Steven: 813-748-6337

Location: Long Island, New York

Number of Zones: 9

Thomas Yewdell

39 Davenport Street

Stanford, Connecticut 10801

646-996-0506

Location: Westchester, Yonkers, New York

and Stamford, Connecticut

Number of Zones: 3

North Carolina

Anthony Auman

2 Centerview Drive

Greensboro, North Carolina 27407

336-460-0485

Location: Greensboro, North Carolina

Number of Zones: 1

Steven Roper

9317 Bramden Ct.

Wake Forest, North Carolina 27587

919-247-0481

Location: Raleigh/Durham, North Carolina

Number of Zones: 3

Ohio

Matt Swanson and Duane Swanson

1316 Windward Drive

Mason, Ohio 45242

513-594-5472

Location: Cincinnati, Ohio

Number of Zones: 2

Jeff Arpin

3999 Parkway Lane, Unit #9

Hilliard, Ohio 43214

614-506-1533

Location: Columbus, Ohio

Number of Zones: 1

Jim DelVechhio

3745 Brightwell Lane

Columbus, Ohio 43230

614-594-8650

Location: Columbus, Ohio

Number of Zones: 1.5

Scott & Tim McManamom

165 Crossings Parkway

Westlake, Ohio 44145

216-903-8355

Location: Cleveland, Ohio

Number of Zones: 2

Pennsylvania

Mark Potosky

4075 East Market Street

York, Pennsylvania 17368

717-940-8240

Location: Central Pennsylvania (Lancaster,

Harrisburg)

Number of Zones: 3

Michael Ort

701 S. Franklin Street

West Chester, Pennsylvania 19382

717-903-6433

Location: Philadelphia, Pennsylvania

Number of Zones: 3

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6/12/13

Tennessee

Patrick Lombardi and Stephen Bienko

1661 Mallory Lane

Brentwood, TN 37204

615-946-7068

Location: Nashville

Number of Zones: 2

Texas

Daniel Dossey

1308 Capital Avenue, Suite 12

Plano, Texas 75074

972-834-4212

Location: McKinney, Texas

Number of Zones: 2

Dave Steinman

11625 Custer Road, Suite 110

Frisco, Texas 75252

214-417-7307

Location: Plano, Texas

Number of Zones: 2

Virginia

Rodney Braziel

P. O. Box 4182

Midlothian, Virginia 23113

804-543-0355

Location: Richmond, Virginia

Number of Zones: 2

Nick Frantz

13919 Flint Rock Rd

Rockville, Maryland

240-393-3484

Location: Northern Virginia

Number of Zones: 1

FRANCHISEES NOT YET OPEN:

Florida

Ronald Rick III and Christopher Poore

3750 Edgar Avenue

Boynton Beach, FL 33436

Chris - 561-543-4331

Ron - 609-731-9196

Location: Miami, FL

Number of Zones: 4

Michigan

Zachary & Angela Hawley

3329 Lapeer Road

Flint, MI 48503

810-691-4020

Location: Flint, MI

Zones: 1

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Oklahoma

Rick & Laura Turner

13509 Railway Drive, Suite A

Oklahoma City, OK 73114

405-693-4042

Location: Oklahoma City

Zones: 2

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EXHIBIT E TO THE DISCLOSURE DOCUMENT

LIST OF FRANCHISEES WHO HAVE HAD AN OUTLET TERMINATED, CANCELLED,

NOT RENEWED OR OTHERWISE CEASED TO DO BUSINESS DURING THE

YEAR ENDED DECEMBER 31, 2012 OR WHO HAVE NOT COMMUNICATED

WITH US WITHIN 10 WEEKS OF THE DATE OF THE DISCLOSURE DOCUMENT

Franchisee Name, City, Phone Franchisee Name, City, Phone

Bryan Gentry

5025 Derby Lane

Indianapolis, IN 46226

317-691-4661

Terminated

Stephen Humphrey

5061 Columbia Rd.

Columbia, MD 21044

240-793-7292

Terminated

Taylor Chalmers & Oliver Blodgett

5404 Miller Ave.

Dallas, TX 75206

202-286-3572

Terminated

Mark Heiss

3448 Carpenter

Steger, Illinois 60423

708-595-9290

*Franchise terminated April 2013

Kristen Hayes, Kristin Hoffner, Rory Hoffner,

& Shannon Perkins

926 W. Vaughn St.

Tempe, AZ 85283

517-449-2482

Transferred

Sam Cross, Hayden Cross

2270 Skinner rod

Nolensville, TN 37135

205.753.9091

Transferred

Doug Stewart

8812 Maple Glen Circle

Fort Myers, FL 33912

239.898.1927

Transferred

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EXHIBIT F TO THE DISCLOSURE DOCUMENT

TABLE OF CONTENTS OF OPERATIONS MANUAL

I: Introduction

A. MISSION STATEMENT ............................................................................................ 1

B. CORE VALUES ........................................................................................................... 2

C. BRAND PROMISES .................................................................................................... 2

D. TEAM COMMITMENTS ............................................................................................ 3

E. SUPERIOR FOCAL POINTS ...................................................................................... 4

F. COLLEGE HUNKS HAULING JUNK COMPETITIVE ADVANTAGES ................ 4

G. SERVICES PROVIDED TO FRANCHISEES ............................................................ 6

H. FRANCHISEE RESPONSIBILITIES .......................................................................... 8

I. REQUIRED FINANCIAL REPORTS ....................................................................... 10

J. PAYING FEES ........................................................................................................... 11

K. VISITS FROM THE CORPORATE OFFICE ............................................................ 14

L. FRANCHISE EVALUATION RESOURCES ........................................................... 14

M. STAGES OF FRANCHISEE PERFORMANCE ...................................................... 21

II: Office Procedures

A. SCHEDULING JOBS THROUGH THE CALL CENTER ........................................ 22

B. SCHEDULE APPOINTMENT................................................................................... 28

C. COMMIT APPOINTMENT OR WORK ORDER ..................................................... 28

D. FIELD REPORTS ....................................................................................................... 29

E. END OF DAY SETTLEMENT .................................................................................. 30

F. RESHUFFLING & RESCHEDULING JOBS ............................................................ 32

G. SAME DAY & URGENT INQUIRIES ...................................................................... 33

H. PROPER HANDLING OF INCOMING CALLS - LOCATION ............................... 33

I. AFTER-HOURS USE OF ANSWERING MACHINE .............................................. 34

J. YOUR ROLE .............................................................................................................. 35

K. PRIORITIZING ACTIVITIES ................................................................................... 36

L. TIME MANAGEMENT SKILLS .............................................................................. 37

M. SUCCESS WITHOUT EXCUSES ............................................................................. 39

N. BUDGETING ............................................................................................................. 39

O. INVENTORY MANAGEMENT ............................................................................... 41

P. WEEKLY TRUCK INVENTORY ............................................................................. 41

Q. PRODUCT ORDERING PROCEDURES ................................................................. 43

R. USING APPROVED SUPPLIERS ............................................................................. 43

S. RECEIVING PROCEDURES .................................................................................... 44

T. UNIFORM & EQUIPMENT MANAGEMENT ........................................................ 44

Appendix

PRICING SHEET ............................................................................................................... 46

SAMPLE RECEIPT ............................................................................................................ 47

SAMPLE CAPTAIN’S LOG .............................................................................................. 48

SAMPLE WORK ORDER (RESIDENTIAL)............................................................ 49

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SAMPLE WORK ORDER (PROFESSIONAL/COMMERCIAL) ............................ 50

ELEVATOR SPEECH (SAMPLE SCRIPTS) .................................................................... 51

INITIAL TRAINING FRANCHISE ASSIGNMENTS ...................................................... 52

FRANCHISE ASSIGNMENT #1: WORKING WITH THE HUNKWARE SOFTWARE52

FRANCHISE ASSIGNMENT #2: PRACTICING YOUR SALES PRESENTATION ..... 53

FRANCHISE ASSIGNMENT #3: ACTION STEPS ......................................................... 54

INSERT COMPLETED QUIZZES HERE ......................................................................... 55

III: Business & Financial Management

A. ACCEPTING PAYMENT .......................................................................................... 58

B. Check Payments .......................................................................................................... 59

C. Credit Cards ................................................................................................................ 60

D. COLLECTIONS PROCEDURES .............................................................................. 60

E. BASIC PRINCIPLES OF ACCOUNTING ................................................................ 61

F. FILING PROCEDURES ............................................................................................ 61

G. BANKING PROCEDURES ....................................................................................... 62

H. CALCULATING ROI (Return on Investment)........................................................... 62

I. SEASONALITY OF THE BUSINESS ...................................................................... 63

J. TYPICAL EXPENSE RATIOS .................................................................................. 64

K. CALCULATING FINANCIAL AND PERFORMANCE RATIOS .......................... 64

L. DIESEL COST RECAPTURE SCHEDULE ............................................................. 65

M. PROFIT SHARE CHART .......................................................................................... 65

IV: Human Resources & Hiring

A. EMPLOYER RECORDKEEPING ............................................................................. 66

B. MANDATORY EMPLOYMENT POSTINGS .......................................................... 67

C. RISK MANAGEMENT PROGRAM/OSHA ............................................................. 68

D. RECORDKEEPING REQUIREMENTS ................................................................... 68

E. FLSA MINIMUM WAGE POSTER .......................................................................... 68

F. WORKERS’ COMPENSATION ISSUES ................................................................. 68

G. WORKING WITH INDEPENDENT CONTRACTORS ........................................... 71

H. RECRUITING ............................................................................................................ 71

I. RECRUITING ............................................................................................................ 72

J. EMPLOYEE PROFILE .............................................................................................. 73

K. INTERVIEW PROCESS ............................................................................................ 74

O. RED FLAGS ............................................................................................................... 82

P. REFERENCE CHECKS ............................................................................................. 82

Q. STEP 5. JOB OFFER ................................................................................................. 83

R. HIRING ON A TRIAL BASIS ................................................................................... 83

S. TESTING (DOT) ........................................................................................................ 84

Sample Driver’s Road Test Certification Forms ......................................................... 84

Sample Inquiry to State Agency for Driver’s Record ................................................. 85

Sample Annual Review of Driving Record ................................................................ 85

Sample Motor Vehicle Driver’s Certification of Violations ....................................... 85

Sample Medical Examiner’s Certificate ..................................................................... 86

Sample Medical Examination Report for Driver Fitness Determination .................... 86

Appendix: Job Descriptions

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A. OWNER/OPERATIONS MANAGER/ASSISTANT MANAGER ........................... 87

B. TRUCK CAPTAIN ..................................................................................................... 88

C. WINGMAN ................................................................................................................ 89

D. TRUCK STAFF JOB RESPONSIBILITIES .............................................................. 89

E. SALES AND MARKETING: ..................................................................................... 90

F. OPERATIONS:........................................................................................................... 90

G. PROPER DRIVING AND SAFETY PROCEDURES: .............................................. 90

H. SAMPLE JOB POSTINGS ......................................................................................... 91

J. APPLICATION FOR EMPLOYMENT ..................................................................... 92

V: Managing and Training Staff

A. DEVELOPING PERSONNEL POLICIES ................................................................. 98

B. TRUCK STAFF ORIENTATION .............................................................................. 99

C. FORMS ....................................................................................................................... 99

D. EMPLOYEE STATUS CHANGE FORM ............................................................... 100

E. DRIVER’S LICENSE/ID ......................................................................................... 100

F. POLICIES & BENEFITS ......................................................................................... 100

G. OVERVIEW OF OPERATION ................................................................................ 100

H. UNIFORM/DRESS CODE AND DEPOSIT ............................................................ 103

I. HIRING A MANAGER ........................................................................................... 103

J. TRAINING ............................................................................................................... 103

L. INITIAL TRAINING MATERIALS ........................................................................ 104

M. ONGOING TRAINING ............................................................................................ 105

N. TRACKING EFFECTIVENESS OF TRUCK STAFF ............................................. 105

O. BONUS OR “PROFIT SHARING PROGRAM” ..................................................... 105

P. WAYS TO INCREASE THEIR SHARE ................................................................. 106

Q. BUILDING LOYALTY/COMPANY CULTURE ................................................... 107

R. COLLEGE INTRO CARDS AND PROFILE CARDS ............................................ 107

S. EMPLOYEE RECOGNITION/REWARDS ............................................................ 108

T. STAGES OF EMPLOYEE DEVELOPMENT ......................................................... 110

U. TIME TRACKING PROCEDURES ........................................................................ 110

V. EMPLOYEE SCHEDULING ................................................................................... 111

W. PERFORMANCE EVALUATIONS ........................................................................ 112

X. EVALUATION PROCESS ...................................................................................... 113

EMPLOYEE PERFORMANCE REPORT – END OF TRIAL PERIOD ................ 114

EMPLOYEE EVALUATION FORM ...................................................................... 115

Y. PROGRESSIVE DISCIPLINE ................................................................................. 117

EMPLOYEE WARNING FORM ............................................................................. 118

Z. EMPLOYEE WARNING PROCEDURES .............................................................. 119

AA. TERMINATION/SEPARATION ............................................................................. 121

BB. PROCEDURE ........................................................................................................... 121

EMPLOYEE STATUS CHANGE FORM ............................................................... 122

CC. RESIGNATION ........................................................................................................ 123

CREW TRAINING CHECKLIST

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New Hire Paperwork

A. WINGMAN CONTRACT ............................................................................................ 2

B. TRUCK CAPTAIN CONTRACT ................................................................................ 3

C. NON-COMPETE FORM .............................................................................................. 4

D. W4 ................................................................................................................................. 6

E. I-9 FORM ..................................................................................................................... 7

I: Introduction

A. MISSION STATEMENT ........................................................................................... 12

B. HISTORY OF COLLEGE HUNKS HAULING JUNK ............................................. 12

C. MANAGEMENT TEAM ........................................................................................... 13

D. COLLEGE HUNKS HAULING JUNK COMPETITIVE EDGE…(SFPS) ............... 14

E. 6 TENETS OF COLLEGE HUNKS HAULING JUNK ............................................ 15

F. COLLEGE HUNKS HAULING JUNK COMPETITIVE ADVANTAGES .............. 15

G. COMMUNITY INVOLVEMENT ............................................................................. 17

Review of Section I ..................................................................................................... 19

II. Ground Zero Client Service

A. FOUR LEVELS OF CLIENT SERVICE ................................................................... 20

B. CLIENT SERVICE EXPERIENCE ........................................................................... 21

C. HOW TO ACT BASED ON CLIENT NOTES .......................................................... 21

D. UNIVERSAL SERVICE STANDARDS ................................................................... 22

E. CYCLES/STAGES OF COLLEGE HUNKS HAULING JUNK EXPERIENCE ..... 22

F. INITIAL IMPRESSION ............................................................................................. 23

G. TRUCK TEAM CALLING BEFORE WINDOW ..................................................... 23

H. TRUCK TEAM ARRIVING AT THE SITE .............................................................. 24

I. HAULING THE JUNK .............................................................................................. 24

J. WRAP-UP .................................................................................................................. 25

K. CLC FOLLOW-UP ..................................................................................................... 26

Review of Section II ................................................................................................... 27

III. Our Brand and Your Responsibilities

A. PROFESSIONAL SIGNAGE ..................................................................................... 28

B. CLEAN TRUCKS ...................................................................................................... 29

C. STAFF APPEARANCE ............................................................................................. 29

Dress Requirements .................................................................................................... 29

Grooming .................................................................................................................... 30

D. JOB DESCRIPTIONS ................................................................................................ 31

Truck Captain ............................................................................................................. 31

Wingman ..................................................................................................................... 32

E. TRUCK STAFF JOB RESPONSIBILITIES .............................................................. 32

F. TRUCK STAFF MARKETING RESPONSIBILITIES ............................................. 34

Sample Promotional Items .......................................................................................... 35

G. JUNK PATROL .......................................................................................................... 36

Review of Section III .................................................................................................. 39

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IV. Junk Removal Sales Procedures

A. PRE-ARRIVAL PHONE CALL ................................................................................ 40

B. APPROACHING A PROSPECT’S HOME OR BUSINESS (Truck Staff) ................ 41

C. GREETING THE CLIENT ......................................................................................... 42

D. CREW INTRODUCTION SCRIPT ........................................................................... 43

E. ESTIMATING ............................................................................................................ 44

Truckload Photos ........................................................................................................ 45

F. ESTABLISH VALUE IN OUR SERVICE (Before You Give the Price) ................... 49

Price Chart .................................................................................................................. 51

G. SURCHARGES & BEDLOADS ................................................................................ 52

H. CLOSING THE SALE ............................................................................................... 53

I. HANDLING OBJECTIONS ....................................................................................... 56

Three Common Objections ......................................................................................... 56

J. CALLING THE OPERATIONS MANAGER ........................................................... 57

K. CALLING IT QUITS ON A JOB ............................................................................... 57

L. FREQUENTLY ASKED QUESTIONS ..................................................................... 58

M. CLIENT RELATIONS ............................................................................................... 60

Review of Section IV .................................................................................................. 61

V: Junk Hauling Procedures

A. MORNING SHOP PROCEDURES ........................................................................... 63

B. INSPECTING THE TRUCK ...................................................................................... 69

C. TRUCK CAPTAIN COMMUNICATION ................................................................. 72

D. JOB SHUFFLING FOR ADD-ONS ........................................................................... 72

E. ON-SITE PROCEDURES .......................................................................................... 73

F. TYPES OF MATERIALS THAT WE HAUL ........................................................... 74

G. ITEMS WE DO NOT TAKE ...................................................................................... 74

H. LOADING THE TRUCK ........................................................................................... 75

I. END-OF-JOB WALK-THROUGH ............................................................................ 78

J. DRIVING AND PARKING ....................................................................................... 79

K. HANDLING TRUCK MECHANICAL PROBLEMS ............................................... 79

L. HAND SIGNALS ....................................................................................................... 79

M. SPECIAL SITUATIONS/LARGE LOADS ............................................................... 81

N. WORKING WITH TRANSFER STATIONS ............................................................ 81

O. END-OF-DAY PROCEDURES ................................................................................. 84

Sample #1 Daily Truck Log (End-of-Day) ................................................................. 86

Sample #2 Daily Truck Log (End-of-Day) ................................................................. 87

Review of Section V ................................................................................................... 88

VI. Safety & Accident Prevention

A. COMMON CAUSES OF JOBSITE ACCIDENTS .................................................... 90

B. FIVE FACTORS THAT CAUSE ACCIDENTS ........................................................ 91

C. GENERAL SAFETY GUIDELINES ......................................................................... 92

D. ACCIDENT REPORTING & INVESTIGATION ..................................................... 92

Sample Incident Report ............................................................................................... 93

Review of Section VI .................................................................................................. 94

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Appendix

A. QUIZ QUESTIONS .................................................................................................... 96

B. ANSWERS ............................................................................................................... 103

MOVING MANUAL

I. “Moving” Into the Future

A. MOVING MANAGER RESPONSIBILITIES ............................................................. 1

B. MOVER RESPONSIBILITIES .................................................................................... 3

C. MOVER CHECKLISTS & CLIENT FORMS ............................................................. 5

D. SCHEDULING, ESTIMATING & CONFIRMING RESIDENTIAL MOVES ......... 15

E. SCHEDULING, ESTIMATING & CONFIRMING COMMERCIAL MOVES ....... 24

F. RESIDENTIAL MOVING DAY ................................................................................ 33

G. COMMERCIAL MOVING DAY .............................................................................. 40

H. PACKING AND UNPACKING ................................................................................. 48

I. LOADING AND UNLOADING A TRUCK ............................................................. 57

J. DAMAGE PROTECTION & CONTROL ................................................................. 71

K. MOVING TRUCK REQUIREMENTS ...................................................................... 76

L. SAFETY ..................................................................................................................... 78

SALES AND MARKETING

I. New Location Opening

A. THE BIG PICTURE ..................................................................................................... 1

B. EXECUTION ................................................................................................................ 1

C. BUILDING BRAND AWARENESS ........................................................................... 1

D. TARGET MARKET ..................................................................................................... 2

E. GEOGRAPHIC STRATEGY ....................................................................................... 3

II. Planning Tools

A. MARKETING PLAN ................................................................................................... 5

B. MARKETING BUDGET ............................................................................................. 6

C. MARKETING AND PROMOTIONAL CALENDAR ................................................ 6

D. SEASONALITY ........................................................................................................... 8

E. GOAL SETTING .......................................................................................................... 8

III. Get Ready to Open

A. INITIAL MARKETING CHECKLIST ...................................................................... 11

B. SAMPLE OPENING WEEK ...................................................................................... 13

C. OPENING ACTIVITIES ............................................................................................ 15

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IV. Types of Marketing

A. TYPES OF MEDIA .................................................................................................... 17

B. GUERRILLA MARKETING ..................................................................................... 18

C. ADVERTISING GUIDELINES ................................................................................. 19

D. MARKETING BLITZES ............................................................................................ 21

V. Commercial Sales

A. FOUR COMPONENTS OF COMMERCIAL SALES ............................................... 25

B. GENERAL TIPS ......................................................................................................... 27

C. PARTNERSHIPS ....................................................................................................... 27

D. ONE-ON-ONE MEETINGS....................................................................................... 28

E. COMMERCIAL ESTIMATING ................................................................................ 33

F. COMMERCIAL REFERRAL TARGETS ................................................................. 42

G. SAMPLE PRESENTATIONS .................................................................................... 45

H. NETWORKING ......................................................................................................... 59

I. TRADE ASSOCIATIONS ......................................................................................... 60

VI. Public Relations & Community Involvement

A. BENEFITS OF POSITIVE MEDIA RELATIONS .................................................... 67

B. PRESS TIPS ............................................................................................................... 67

C. GENERATING PUBLICITY ..................................................................................... 71

D. THREE KEYS TO GETTING MEDIA COVERAGE ............................................... 73

E. TOP ANGLES ............................................................................................................ 74

F. FREQUENTLY ASKED INTERVIEW QUESTIONS .............................................. 76

G. COMMON MEDIA MISTAKES ............................................................................... 78

H. COMMUNITY INVOLVEMENT/FUNDRAISERS ................................................. 79

I. COMMUNITY NETWORKING ............................................................................... 81

J. SAMPLE MEDIA ALERTS ....................................................................................... 97

K. SAMPLE PRESS RELEASES ................................................................................. 103

L. GAINING EXPOSURE DURING YOUR GRAND OPENING.............................. 120

VII. Build Your Sales Skills

A. DEVELOPING INFLUENCE .................................................................................. 117

B. QUESTIONS TO UNCOVER NEEDS .................................................................... 121

C. PROSPECTING ........................................................................................................ 122

D. QUALIFYING .......................................................................................................... 134

E. CLOSING ................................................................................................................. 136

VIII. Marketing Compliance

A. USING MARKS ....................................................................................................... 141

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B. LOGO SPECIFICATIONS ....................................................................................... 142

C. STYLE GUIDE ......................................................................................................... 145

D. ADVERTISING APPROVAL .................................................................................. 148

PRE-OPENING PROCEDURES

Part I: Opening Checklists

Business & Office Set-Up Checklist ...................................................................................... 2

Outside Office Set-Up Checklist ............................................................................................ 4

Marketing & Public Relations Checklist ............................................................................... 5

Correspondence/Communications Checklist ........................................................................ 6

Part II: Vehicle Specifications and Services

A. TRUCK SPECIFICATIONS ........................................................................................ 2

B. DUMP BED SPECIFICATIONS ................................................................................. 2

C. VEHICLE SIGNAGE ................................................................................................... 3

D. TRUCK RELATED SUPPLIES AND SERVICES ..................................................... 5

E. TRUCK PARKING OPTIONS .................................................................................... 5

Part III. Business Start-Up

A. OVERVIEW OF BUSINESS STRUCTURES ............................................................. 6

B. FICTITIOUS NAME REGISTRATION – d/b/a .......................................................... 7

C. EMPLOYER IDENTIFICATION NUMBER .............................................................. 7

D. SETTING UP BANK ACCOUNTS ............................................................................. 7

E. CREDIT CARD PROCESSING/MERCHANT ACCOUNT ....................................... 8

F. LICENSES/PERMITS .................................................................................................. 9

G. THE DEPARTMENT OF MOTOR VEHICLES ....................................................... 10

H. FEDERAL AND STATE TAXES .............................................................................. 11

I. BUSINESS LAWS/ORDINANCES ........................................................................... 11

J. INSURANCE .............................................................................................................. 12

Part IV: Office Set-Up

A. HOME-BASED OFFICE ............................................................................................ 15

B. TELEPHONE & INTERNET ..................................................................................... 15

C. OFFICE FURNITURE ............................................................................................... 16

D. ACCOUNTING SOFTWARE .................................................................................... 16

E. COMPUTER SPECIFICATIONS .............................................................................. 16

F. OTHER OFFICE SUPPLIES ..................................................................................... 17

Business Start-Up Outside the Home .................................................................................. 18

G. GENERAL SITE CRITERIA ..................................................................................... 18

H. OUTSIDE OFFICE PERMITS ................................................................................... 18

I. SITE APPROVAL ...................................................................................................... 18

J. LEASE CONSIDERATIONS..................................................................................... 20

K. UTILITIES & OTHER SERVICES ........................................................................... 20

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Part V: Preparing for Training

A. MARKETING RESEARCH ....................................................................................... 21

B. MEDIA RESEARCH .................................................................................................. 22

C. COMPETITIVE RESEARCH .................................................................................... 22

D. DISPOSAL FEE RESEARCH ................................................................................... 25

E. ACCOUNTING SOFTWARE .................................................................................... 26

F. BUSINESS PLAN/PRO FORMA .............................................................................. 26

Part VI: Appendix

A. SAMPLE CHART OF ACCOUNTS .......................................................................... 30

B. DIRECTORY OF APPROVED VENDORS .............................................................. 31

C. DISPOSAL FEE SURVEY ........................................................................................ 32

D. COMPETITIVE SURVEY ......................................................................................... 33

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EXHIBIT G TO THE DISCLOSURE DOCUMENT

FINANCIAL STATEMENTS

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THESE FINANCIAL STATEMENTS ARE PREPARED

WITHOUT AN AUDIT. PROSPECTIVE FRANCHISEES

OR SELLERS OF FRANCHISES SHOULD BE ADVISED

THAT NO CERTIFIED PUBLIC ACCOUNTANT HAD

AUDITED THESE FIGURES OR EXPRESSED HIS/HER

OPINION WITH REGARD TO THE CONTENT OR FORM.

(For Use Only in the States of Maryland and Virginia)

CHHJ FRANCHISING LLC

FINANCIAL STATEMENTS

PERIOD ENDED MARCH 31, 2013

CHHJ FRANCHISING LLC

TABLE OF CONTENTS

PERIOD ENDED MARCH 31, 2013

FINANCIAL STATEMENTS

BALANCE SHEET 1

STATEMENT OF OPERATIONS 2



CHHJ FRANCHISING, LLC

BALANCE SHEET

MARCH 31, 2103

(UNAUDITED)

(1)

ASSETS

CURRENT ASSETS

Cash and Cash Equivalents 74,123$

Accounts Receivable 134,335

Due from Related Parties 54,914

Prepaid Expenses 4,500

Deferred Commissions -

Total Current Assets 267,872

PROPERTY AND EQUIPMENT

54,523

OTHER ASSETS

Total Assets 322,395$

LIABILITIES AND MEMBER'S EQUITY

CURRENT LIABILITIES

Accounts Payable and Accrued Expenses 116,328$

Due to Related Parties 45,923

Deferred Revenue -

Notes Payable, Current Maturities 5,790

Total Current Liabilities 168,041

NOTES PAYABLE, NET OF CURRENT MATURITIES

7,579

MEMBER'S EQUITY

146,775

Total Liabilities and Member's Equity 322,395$

CHHJ FRANCHISING, LLC

STATEMENT OF OPERATIONS

PERIOD ENDED MARCH 31, 2103

(UNAUDITED)

(2)

REVENUE

Franchise Fee 219,562$

Royalty Fee 197,959

Customer Loyalty Center Fees 177,538

Trash Removal Services 52,829

Commercial Services 2,113

Other 35,583

Total Revenue 685,584

OPERATING EXPENSES

Payroll Expense 39,217

Advertising 41,785

Commissions 74,248

Network Support 186,079

Franchise Development 106,861

Office Expense 60,394

Professional Fees 44,360

License Fees 578

Insurance 6,214

Depreciation and Amortization 6,733

Cost of Trash Removal Services 44,511

Cost of Commercial Services 10,075

Interest Expense 301

Total Operating Expenses 621,356

NET INCOME

64,228$

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EXHIBIT H TO THE DISCLOSURE DOCUMENT

FRANCHISEE DISCLOSURE ACKNOWLEDGMENT STATEMENT

As you know, CHHJ Franchising L.L.C. (the “Franchisor”) and you are preparing to enter into a

franchise agreement (the “Franchise Agreement”) for the establishment and operation of a College

Hunks Hauling Junk® Business (the “Franchised Business”). The purpose of this Questionnaire is to

determine whether any statements or promises were made to you by existing franchisees, employees or

authorized representatives of the Franchisor, or by employees or authorized representatives of a broker

acting on behalf of the Franchisor (“Broker”), that have not been authorized, or that were not disclosed in

the Disclosure Document or that may be untrue, inaccurate or misleading. The Franchisor, through the

use of this document, desires to ascertain (a) that the undersigned, individually and as a representative of

any legal entity established to acquire the franchise rights, fully understands and comprehends that the

purchase of a franchise is a business decision, complete with its associated risks, and (b) that you are not

relying upon any oral statement, representations, promises or assurances during the negotiations for the

purchase of the franchise which have not been authorized by Franchisor.

In the event that you are intending to purchase an existing Franchised Business from an existing

Franchisee, you may have received information from the transferring Franchisee, who is not an employee

or representative of the Franchisor. Please review each of the following questions and statements

carefully and provide honest and complete responses to each.

1. Are you seeking to enter into the Franchise Agreement in connection with a purchase or transfer

of an existing Franchised Business from an existing Franchisee?

Yes _____ No _____

2. I had my first face-to-face meeting with a Franchisor representative on _______________,

20___.

3. Have you received and personally reviewed the Franchise Agreement, each addendum, and/or

related agreement provided to you?

Yes _____ No _____

4. Do you understand all of the information contained in the Franchise Agreement, each addendum,

and/or related agreement provided to you?

Yes _____ No _____

If no, what parts of the Franchise Agreement, any Addendum, and/or related agreement do you

not understand? (Attach additional pages, if necessary.)

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5. Have you received and personally reviewed the Franchisor’s Disclosure Document that was

provided to you?

Yes _____ No _____

6. Did you sign a receipt for the Disclosure Document indicating the date you received it?

Yes _____ No _____

7. Do you understand all of the information contained in the Disclosure Document and any state-

specific Addendum to the Disclosure Document?

Yes _____ No _____

If No, what parts of the Disclosure Document and/or Addendum do you not understand? (Attach

additional pages, if necessary.)

8. Have you discussed the benefits and risks of establishing and operating a Franchised Business

with an attorney, accountant, or other professional advisor?

Yes _____ No _____

If No, do you wish to have more time to do so?

Yes _____ No _____

9. Do you understand that the success or failure of your Franchised Business will depend in large

part upon your skills and abilities, competition from other businesses, interest rates, inflation,

labor and supply costs, location, lease terms, your management capabilities and other economic,

and business factors?

Yes _____ No _____

10. Has any employee of a Broker or other person speaking on behalf of the Franchisor made any

statement or promise concerning the actual or potential revenues, profits or operating costs of any

particular Franchised Business operated by the Franchisor or its franchisees (or of any group of

such businesses), that is contrary to or different from the information contained in the Disclosure

Document?

Yes _____ No _____

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11. Has any employee of a Broker or other person speaking on behalf of the Franchisor made any

statement or promise regarding the amount of money you may earn in operating the franchised

business that is contrary to or different from the information contained in the Disclosure

Document?

Yes _____ No _____

12. Has any employee of a Broker or other person speaking on behalf of the Franchisor made any

statement or promise concerning the total amount of revenue the Franchised Business will

generate, that is contrary to or different from the information contained in the Disclosure

Document?

Yes _____ No _____

13. Has any employee of a Broker or other person speaking on behalf of the Franchisor made any

statement or promise regarding the costs you may incur in operating the Franchised Business that

is contrary to or different from the information contained in the Disclosure Document?

Yes _____ No _____

14. Has any employee of a Broker or other person speaking on behalf of the Franchisor made any

statement or promise concerning the likelihood of success that you should or might expect to

achieve from operating a Franchised Business?

Yes _____ No _____

15. Has any employee of a Broker or other person speaking on behalf of the Franchisor made any

statement, promise or agreement concerning the advertising, marketing, training, support service

or assistance that the Franchisor will furnish to you that is contrary to, or different from, the

information contained in the Disclosure Document or franchise agreement?

Yes _____ No _____

16. Have you entered into any binding agreement with the Franchisor concerning the purchase of this

franchise prior to today?

Yes _____ No _____

17. Have you paid any money to the Franchisor concerning the purchase of this franchise prior to

today?

Yes _____ No _____

18. Have you spoken to any other franchisee(s) of this system before deciding to purchase this

franchise? If so, who?

If you have answered No to question 9, or Yes to any one of questions 10-17, please provide a

full explanation of each answer in the following blank lines. (Attach additional pages, if

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necessary, and refer to them below.) If you have answered Yes to question 9, and No to each of

questions 10-17, please leave the following lines blank.

I signed the Franchise Agreement and Addendum (if any) on _______________, 20___, and

acknowledge that no Agreement or Addendum is effective until signed and dated by the

Franchisor.

Please understand that your responses to these questions are important to us and that we will rely

on them. By signing this Questionnaire, you are representing that you have responded truthfully to the

above questions. In addition, by signing this Questionnaire, you also acknowledge that:

A. You recognize and understand that business risks, which exist in connection with the

purchase of any business, make the success or failure of the franchise subject to many variables, including

among other things, your skills and abilities, the hours worked by you, competition, interest rates, the

economy, inflation, franchise location, operation costs, lease terms and costs and the marketplace. You

hereby acknowledge your awareness of and willingness to undertake these business risks.

B. You agree and state that the decision to enter into this business risk is in no manner

predicated upon any oral representation, assurances, warranties, guarantees or promises made by

Franchisor or any of its officers, employees or agents (including any franchise broker) as to the likelihood

of success of the franchise. Except as contained in the Disclosure Document, you acknowledge that you

have not received any information from the Franchisor or any of its officers, employees or agents

(including any franchise broker) concerning actual, projected or forecasted franchise sales, profits or

earnings. If you believe that you have received any information concerning actual, average, projected or

forecasted franchise sales, profits or earnings other than those contained in the Disclosure Document,

please describe those in the space provided below or write “None.”

C. You further acknowledge that the President of the United States of America has issued

Executive Order 13224 (the “Executive Order”) prohibiting transactions with terrorists and terrorist

organizations and that the United States government has adopted, and in the future may adopt, other anti-

terrorism measures (the “Anti-Terrorism Measures”). The Franchisor therefore requires certain

certifications that the parties with whom it deals are not directly involved in terrorism. For that reason,

you hereby certify that neither you nor any of your employees, agents or representatives, nor any other

person or entity associated with you, is:

(i) a person or entity listed in the Annex to the Executive Order;

(ii) a person or entity otherwise determined by the Executive Order to have committed acts of

terrorism or to pose a significant risk of committing acts of terrorism;

(iii) a person or entity who assists, sponsors, or supports terrorists or acts of terrorism; or

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(iv) owned or controlled by terrorists or sponsors of terrorism.

You further covenant that neither you nor any of your employees, agents or representatives, nor

any other person or entity associated with you, will during the term of the Franchise Agreement become a

person or entity described above or otherwise become a target of any Anti-Terrorism Measure.

Acknowledged this _____ day of ________________, 20____.

Sign here if you are taking the franchise as an Sign here if you are taking the franchise as a

CORPORATION, LIMITED LIABILITY

INDIVIDUAL COMPANY OR PARTNERSHIP

Signature Print Name of Legal Entity

Print Name

By:

Signature

Signature Print Name

Print Name

Title

Signature

Print Name

Signature

Print Name

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EXHIBIT J TO THE DISCLOSURE DOCUMENT

DEPOSIT AGREEMENT

This Deposit Agreement (the “Agreement”) is made and entered into on __________, 20___,

(the “Effective Date”) by and between CHHJ Franchising L.L.C., a Florida limited liability company with

its principal place of business at 1513 East 9

Avenue, Tampa, Florida 33605 (“Franchisor”) and

_______________________________, a _______________ [resident] [corporation] [partnership]

[limited liability company] [residing at] [with offices located at] _________________________________

(“Depositor”).

RECITALS

WHEREAS, Franchisor is in the business of developing and operating a system consisting of

franchised and company-operated “College Hunks Hauling Junk®” and “College Hunks Moving®”

franchised businesses under Franchisor’s trademarks, service marks, and system (“Franchised

Businesses”);

WHEREAS, Depositor wishes to apply to become a franchisee under Franchisor’s system

pursuant to a franchise agreement, which, if entered into by Depositor and Franchisor, would confer upon

Depositor the right and obligation to open a Franchised Business within an agreed-upon marketing area;

WHEREAS, Franchisor must expend considerable time, effort, and cost during the period (the

“Evaluation Period”) needed to evaluate the applicant’s qualifications and suitability to become a

franchisee and to evaluate the proposed marketing area;

WHEREAS, Depositor wishes to place a deposit with Franchisor as evidence of Depositor’s good

faith during the Evaluation Period.

NOW, THEREFORE, for good and valuable consideration, the sufficiency and receipt of which

are hereby acknowledged, the parties agree as follows:

1. The Deposit

. Upon execution of this Agreement, Depositor shall pay Franchisor the sum

of _______________________ Thousand Dollars ($_____) as a non-interest bearing deposit (the

“Deposit”). Such Deposit represents thirty percent (30%) of the initial franchise fee for the Franchised

Business that Depositor is seeking to purchase pursuant to Franchisor’s Franchise Agreement; or

2. Refundability

. The Deposit shall not be refundable to Depositor.

3. Credit

. Upon execution of a Franchise Agreement between the parties, the full amount of

the Deposit shall be credited by Franchisor toward payment of the initial franchise fee due under the

agreement entered into by the parties.

4. Deposit Area

. During the Evaluation Period, Franchisor and Depositor shall explore the

prospect of entering into a franchise agreement for one (1) Franchised Business within the following area:

(the

“Deposit Area”). The only purpose of the Deposit Area is to describe the area within which they will

focus their attention during the Evaluation Period. Nothing in this Agreement (except for Section 6

below) shall prevent Franchisor or Depositor from entering into any agreement, conducting business, or

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taking any action within the Deposit Area or elsewhere. By entering into this Agreement, neither party

shall be bound to enter into a franchise agreement with the other.

5. Application

. Depositor agrees to make all applications and provide all information

reasonably requested by Franchisor to evaluate Depositor’s qualification and suitability to enter into a

franchise agreement with Franchisor.

6. Confidentiality

. During the Evaluation Period, certain confidential information about

Franchisor and its system will be disclosed or otherwise made known to Depositor (“Confidential

Information”). Depositor agrees to respect and maintain the confidential nature of such Confidential

Information, and not in any way disclose the Confidential Information to anyone else, nor in any way use

the Confidential Information in the operation of any business (excluding a Franchised Business operated

pursuant to a franchise agreement). It is agreed that Depositor’s obligations under this Section 6 shall not

expire upon termination of this Agreement.

7. Evaluation Period

. The parties agree that the Evaluation Period shall last for _______

(__) days from the Effective Date, unless the parties otherwise agree in writing.

8. Termination

. This Agreement shall terminate at the earlier of (a) the parties’ entry into a

franchise agreement, as applicable, or (b) the end of the Evaluation Period.

9. No Franchise Rights

. This Agreement is not a franchise and does not grant Depositor any

right whatsoever to use the College Hunks Hauling Junk® and/or College Hunks Moving® marks and/or

system, which rights can only be granted under a franchise agreement entered into by Depositor and

Franchisor. Depositor shall not use the College Hunks Hauling Junk® and/or College Hunks Moving®

marks or system, nor shall Depositor make any representation or commitment on Franchisor’s behalf.

10. Acknowledgment

. Depositor acknowledges receipt of Franchisor’s Disclosure Document

at least fourteen (14) calendar days before the Effective Date.

11. Full Agreement

. This Agreement incorporates the full and complete agreement between

the parties concerning the subject of this Agreement, and supersedes any and all prior correspondence,

conversations, representations, or statements of whatever nature concerning the subject of this

Agreement. This Agreement shall be interpreted under the laws of the State of Florida without regard to

its conflict of laws principles.

FRANCHISOR: DEPOSITOR:

By:

Name:

Title:

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RECEIPT

This disclosure document summarizes certain provisions of the franchise agreement and other information

in plain language. Read this disclosure document and all agreements carefully.

If CHHJ Franchising L.L.C. offers you a franchise, it must provide this disclosure document to you 14

calendar days before you sign a binding agreement with, or make a payment to, the franchisor or an

affiliate in connection with the proposed franchise sale. New York and Rhode Island require that we give

you this disclosure document at the earlier of the first personal meeting or 10 business days before the

execution of any binding franchise or other agreement, or payment of any consideration that relates to the

franchise relationship. Michigan requires that we give you this disclosure document at least 10 business

days before the execution of any binding franchise or other agreement, or payment of any consideration,

whichever occurs first.

If CHHJ Franchising L.L.C. does not deliver this disclosure document on time or if it contains a false or

misleading statement, or a material omission, a violation of federal law and state law may have occurred

and should be reported to the Federal Trade Commission, Washington, D.C. 20580 and any applicable

state agency (as listed in Exhibit A to this disclosure document).

The franchisor is CHHJ Franchising, L.L.C., located at 1513 East 9

Avenue, Tampa, Florida 33605. Its

telephone number is (800) 586-5872.

We authorize the respective state agencies identified on Exhibit A to receive service of process for us if

we are registered in the particular state.

Issuance Date: May 29, 2013

The name, principal business address, and telephone number of the franchise sellers offering the franchise

are:

Name Princi

al Business Address Tele

hone Number

I received a disclosure document dated May 29, 2013 (the state effective dates are listed on the pages

preceding the table of contents). The disclosure document included the following Exhibits:

A – State Agencies/Agents for Service of Process G – Table of Contents of Operations Manual

B – State Addendum H – Financial Statements

C – Franchise Agreement I – Franchisee Disclosure Acknowledgment

Statement

D – List of Franchisees J – Deposit Agreement

E – List of Franchisees Who Have Left the System

Date:

(Do not leave blank) Signature of Prospective Franchisee

Print Name

You may return the signed receipt either by signing, dating and mailing it to CHHJ Franchising, L.L.C. at

1513 East 9

Avenue, Tampa, Florida 33605, or by faxing a copy of the signed and dated receipt to

CHHJ Franchising, L.L.C. at (813) 902-6710.

KEEP THIS COPY FOR YOUR RECORDS