The
                                                                                                            following
                                                                                                            list
                                                                                                            includes
                                                                                                            the
                                                                                                            complete
                                                                                                            names
                                                                                                            of
                                                                                                            the
                                                                                                            officers
                                                                                                            and
                                                                                                            directors
                                                                                                            who
                                                                                                            will
                                                                                                            have
                                                                                                            management
                                                                                                            responsibility
                                                                                                            with
                                                                                                            the
                                                                                                            business
                                                                                                            activities
                                                                                                            and
                                                                                                            operations
                                                                                                            of
                                                                                                            the
                                                                                                            company
                                                                                                            and
                                                                                                            provides
                                                                                                            each
                                                                                                            individual's
                                                                                                            business
                                                                                                            background,
                                                                                                            including
                                                                                                            principle
                                                                                                            occupation
                                                                                                            for
                                                                                                            the
                                                                                                            past
                                                                                                            ten
                                                                                                            years.
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                             
                                                                                                          
                                                                                                          
                                                                                                            BERNARD
                                                                                                            KORN
                                                                                                            -
                                                                                                            Real
                                                                                                            Estate
                                                                                                            Broker
                                                                                                            -
                                                                                                            2002
                                                                                                            to
                                                                                                            Present.
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                             
                                                                                                          
                                                                                                          
                                                                                                            Item
                                                                                                            3.
                                                                                                            Litigation
                                                                                                          
                                                                                                          
                                                                                                            A.
                                                                                                            Neither
                                                                                                            the
                                                                                                            Franchisor,
                                                                                                            nor
                                                                                                            any
                                                                                                            person
                                                                                                            identified
                                                                                                            in
                                                                                                            Section
                                                                                                            2
                                                                                                            of
                                                                                                            this
                                                                                                            prospectus
                                                                                                            has
                                                                                                            pending
                                                                                                            any
                                                                                                            administrative,
                                                                                                            criminal
                                                                                                            or
                                                                                                            material
                                                                                                            civil
                                                                                                            action
                                                                                                            or
                                                                                                            a
                                                                                                            significant
                                                                                                            number
                                                                                                            of
                                                                                                            civil
                                                                                                            actions
                                                                                                            irrespective
                                                                                                            of
                                                                                                            materiality,
                                                                                                            alleging
                                                                                                            a
                                                                                                            violation
                                                                                                            of
                                                                                                            any
                                                                                                            franchise
                                                                                                            law,
                                                                                                            securities
                                                                                                            law,
                                                                                                            fraud,
                                                                                                            embezzlement,
                                                                                                            fraudulent
                                                                                                            conversion,
                                                                                                            restraint
                                                                                                            of
                                                                                                            trade,
                                                                                                            unfair
                                                                                                            or
                                                                                                            deceptive
                                                                                                            practices,
                                                                                                            misappropriation
                                                                                                            of
                                                                                                            property
                                                                                                            or
                                                                                                            comparable
                                                                                                            allegations.
                                                                                                          
                                                                                                          
                                                                                                            B.
                                                                                                            Neither
                                                                                                            the
                                                                                                            Franchisor,
                                                                                                            nor
                                                                                                            any
                                                                                                            person
                                                                                                            identified
                                                                                                            in
                                                                                                            Section
                                                                                                            2
                                                                                                            of
                                                                                                            this
                                                                                                            prospectus
                                                                                                            has
                                                                                                            been
                                                                                                            convicted
                                                                                                            of
                                                                                                            a
                                                                                                            felony
                                                                                                            or
                                                                                                            pleaded
                                                                                                            nolo
                                                                                                            contendere
                                                                                                            to
                                                                                                            a
                                                                                                            felony
                                                                                                            charge
                                                                                                            or,
                                                                                                            within
                                                                                                            the
                                                                                                            10
                                                                                                            year
                                                                                                            period
                                                                                                            immediately
                                                                                                            preceding
                                                                                                            the
                                                                                                            franchise
                                                                                                            business,
                                                                                                            has
                                                                                                            been
                                                                                                            convicted
                                                                                                            of
                                                                                                            a
                                                                                                            misdemeanor
                                                                                                            or
                                                                                                            pleaded
                                                                                                            nolo
                                                                                                            contendere
                                                                                                            to
                                                                                                            a
                                                                                                            misdemeanor
                                                                                                            charge
                                                                                                            or
                                                                                                            been
                                                                                                            held
                                                                                                            liable
                                                                                                            in
                                                                                                            a
                                                                                                            civil
                                                                                                            action
                                                                                                            by
                                                                                                            final
                                                                                                            judgment
                                                                                                            or
                                                                                                            been
                                                                                                            the
                                                                                                            subject
                                                                                                            of
                                                                                                            a
                                                                                                            material
                                                                                                            complaint
                                                                                                            or
                                                                                                            other
                                                                                                            legal
                                                                                                            proceeding.
                                                                                                          
                                                                                                          
                                                                                                            C.
                                                                                                            Neither
                                                                                                            the
                                                                                                            Franchisor,
                                                                                                            nor
                                                                                                            any
                                                                                                            person
                                                                                                            identified
                                                                                                            in
                                                                                                            Section
                                                                                                            2
                                                                                                            of
                                                                                                            this
                                                                                                            prospectus
                                                                                                            is
                                                                                                            subject
                                                                                                            to
                                                                                                            any
                                                                                                            injunctive
                                                                                                            or
                                                                                                            restrictive
                                                                                                            order
                                                                                                            or
                                                                                                            decree
                                                                                                            relating
                                                                                                            to
                                                                                                            franchises
                                                                                                            or
                                                                                                            under
                                                                                                            Federal,
                                                                                                            State
                                                                                                            or
                                                                                                            Canadian
                                                                                                            franchise,
                                                                                                            securities,
                                                                                                            antitrust,
                                                                                                            trade
                                                                                                            regulation
                                                                                                            or
                                                                                                            trade
                                                                                                            practice
                                                                                                            law
                                                                                                            as
                                                                                                            a
                                                                                                            result
                                                                                                            of
                                                                                                            a
                                                                                                            concluded
                                                                                                            or
                                                                                                            pending
                                                                                                            action
                                                                                                            or
                                                                                                            proceeding
                                                                                                            brought
                                                                                                            by
                                                                                                            a
                                                                                                            public
                                                                                                            agency.
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                             
                                                                                                          
                                                                                                          
                                                                                                            Item
                                                                                                            4.
                                                                                                            Bankruptcy
                                                                                                          
                                                                                                          
                                                                                                            During
                                                                                                            the
                                                                                                            10
                                                                                                            year
                                                                                                            period
                                                                                                            immediately
                                                                                                            preceding
                                                                                                            the
                                                                                                            franchise
                                                                                                            business,
                                                                                                            neither
                                                                                                            Franchisor
                                                                                                            nor
                                                                                                            any
                                                                                                            predecessor,
                                                                                                            officer
                                                                                                            or
                                                                                                            general
                                                                                                            partner
                                                                                                            of
                                                                                                            the
                                                                                                            Franchisor
                                                                                                            has
                                                                                                            been
                                                                                                            adjudged
                                                                                                            bankrupt
                                                                                                            or
                                                                                                            reorganized
                                                                                                            due
                                                                                                            to
                                                                                                            insolvency,
                                                                                                            or
                                                                                                            was
                                                                                                            a
                                                                                                            principle
                                                                                                            officer
                                                                                                            of
                                                                                                            any
                                                                                                            company
                                                                                                            or
                                                                                                            a
                                                                                                            general
                                                                                                            partner
                                                                                                            in
                                                                                                            any
                                                                                                            partnership
                                                                                                            that
                                                                                                            was
                                                                                                            adjudged
                                                                                                            bankrupt
                                                                                                            or
                                                                                                            reorganized
                                                                                                            due
                                                                                                            to
                                                                                                            insolvency
                                                                                                            during
                                                                                                            or
                                                                                                            within
                                                                                                            1
                                                                                                            year
                                                                                                            after
                                                                                                            the
                                                                                                            period
                                                                                                            that
                                                                                                            such
                                                                                                            officer
                                                                                                            or
                                                                                                            general
                                                                                                            partner
                                                                                                            of
                                                                                                            the
                                                                                                            Franchisor
                                                                                                            held
                                                                                                            such
                                                                                                            position
                                                                                                            in
                                                                                                            such
                                                                                                            company
                                                                                                            or
                                                                                                            partnership,
                                                                                                            nor
                                                                                                            has
                                                                                                            any
                                                                                                            such
                                                                                                            bankruptcy
                                                                                                            or
                                                                                                            reorganization
                                                                                                            proceeding
                                                                                                            been
                                                                                                            commenced.
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                             
                                                                                                          
                                                                                                          
                                                                                                            Item
                                                                                                            5.
                                                                                                            Initial
                                                                                                            Franchise
                                                                                                            Fee
                                                                                                          
                                                                                                          
                                                                                                            
                                                                                                            A.
                                                                                                            The
                                                                                                            initial
                                                                                                            franchise
                                                                                                            fee
                                                                                                            for
                                                                                                            the
                                                                                                            right
                                                                                                            granted
                                                                                                            under
                                                                                                            the
                                                                                                            franchise
                                                                                                            agreement
                                                                                                            is
                                                                                                            $500
                                                                                                            and
                                                                                                            is
                                                                                                            payable
                                                                                                            in
                                                                                                            lump
                                                                                                            sum.
                                                                                                          
                                                                                                
                                                                                                            C.
                                                                                                            Initial
                                                                                                            franchise
                                                                                                            fee
                                                                                                            is
                                                                                                            $0
                                                                                                            for
                                                                                                            existing
                                                                                                            licensed
                                                                                                            real
                                                                                                            estate
                                                                                                            agents
                                                                                                            or
                                                                                                            brokers
                                                                                                            in
                                                                                                            the
                                                                                                            state
                                                                                                            of
                                                                                                            Florida,
                                                                                                            any
                                                                                                            member
                                                                                                            of
                                                                                                            the
                                                                                                            Military,
                                                                                                            Veterans
                                                                                                            and
                                                                                                            Disabled
                                                                                                            Americans.
                                                                                                          
                                                                                                          
                                                                                                            D.
                                                                                                            Franchisee
                                                                                                            may
                                                                                                            terminate
                                                                                                            the
                                                                                                            agreement
                                                                                                            within
                                                                                                            thirty
                                                                                                            days
                                                                                                            and
                                                                                                            receive
                                                                                                            a
                                                                                                            complete
                                                                                                            refund
                                                                                                            of
                                                                                                            initial
                                                                                                            franchise
                                                                                                            fee.
                                                                                                          
                                                                                                                            
                                                                                                            
                                                                                                            Item
                                                                                                            6:
                                                                                                            Recurring
                                                                                                            or
                                                                                                            Occasional
                                                                                                            Fees
                                                                                                            
                                                                                                          
                                                                                                          
                                                                                                            
                                                                                                            A.
                                                                                                            In
                                                                                                            addition
                                                                                                            to
                                                                                                            the
                                                                                                            initial
                                                                                                            franchise
                                                                                                            fee,
                                                                                                            the
                                                                                                            Franchisee
                                                                                                            is
                                                                                                            required
                                                                                                            to
                                                                                                            pay
                                                                                                            a
                                                                                                            monthly
                                                                                                            service
                                                                                                            fee
                                                                                                            in
                                                                                                            the
                                                                                                            amount
                                                                                                            of
                                                                                                            $100.
                                                                                                          
                                                                                                          
                                                                                                            
                                                                                                            B.
                                                                                                            Monthly
                                                                                                            service
                                                                                                            fees
                                                                                                            are
                                                                                                            non-refundable.
                                                                                                            
                                                                                                          
                                                                                                          
                                                                                                            C.
                                                                                                            
                                                                                                            Franchisee
                                                                                                            will
                                                                                                            receive
                                                                                                            90/10
                                                                                                            commission
                                                                                                            split
                                                                                                            on
                                                                                                            each
                                                                                                            transaction.
                                                                                                            Franchisee
                                                                                                            (90%),
                                                                                                            Franchisor
                                                                                                            (10%).
                                                                                                          
                                                                                                                            
                                                                                                             
                                                                                                          
                                                                                                          
                                                                                                            ITEM
                                                                                                            7:
                                                                                                            Estimated
                                                                                                            Initial
                                                                                                            Investment
                                                                                                          
                                                                                                          
                                                                                                            The
                                                                                                            Franchisee
                                                                                                            should
                                                                                                            expect
                                                                                                            to
                                                                                                            make
                                                                                                            the
                                                                                                            following
                                                                                                            initial
                                                                                                            investment
                                                                                                            prior
                                                                                                            to
                                                                                                            the
                                                                                                            time
                                                                                                            of
                                                                                                            commencing
                                                                                                            the
                                                                                                            business.
                                                                                                          
                                                                                                          
                                                                                                            Expenditure
                                                                                                            -
                                                                                                            Amount
                                                                                                            -
                                                                                                            To
                                                                                                            Whom
                                                                                                            Paid
                                                                                                            -
                                                                                                            When
                                                                                                            Due
                                                                                                            -
                                                                                                            Refundable
                                                                                                          
                                                                                                          
                                                                                                            A.
                                                                                                            Franchise
                                                                                                            Fee
                                                                                                            -
                                                                                                            $500
                                                                                                            -
                                                                                                            Franchisor
                                                                                                            -
                                                                                                            Signing
                                                                                                            Agreement
                                                                                                            -
                                                                                                            Yes
                                                                                                          
                                                                                                          
                                                                                                            
                                                                                                            B.
                                                                                                            Franchise
                                                                                                            Royalty
                                                                                                            -
                                                                                                            $100
                                                                                                            -
                                                                                                            Franchisor
                                                                                                            -
                                                                                                            Monthly
                                                                                                            -
                                                                                                            No
                                                                                                          
                                                                                                          
                                                                                                            
                                                                                                            C.
                                                                                                            Florida
                                                                                                            Real
                                                                                                            Estate
                                                                                                            63
                                                                                                            Hour
                                                                                                            Pre-Licensing
                                                                                                            Course
                                                                                                            ($200)
                                                                                                            -
                                                                                                            No
                                                                                                          
                                                                                                          
                                                                                                            D.
                                                                                                            Florida
                                                                                                            Professional
                                                                                                            Corporation
                                                                                                            or
                                                                                                            Limited
                                                                                                            Liability
                                                                                                            Company
                                                                                                            ($100)
                                                                                                            -
                                                                                                            No
                                                                                                          
                                                                                                          
                                                                                                            E.
                                                                                                            DBPR
                                                                                                            State
                                                                                                            License
                                                                                                            Application
                                                                                                            Fee
                                                                                                            ($90)
                                                                                                            -
                                                                                                            No
                                                                                                          
                                                                                                          
                                                                                                            F.
                                                                                                            Pearson
                                                                                                            Vue
                                                                                                            Testing
                                                                                                            Fee
                                                                                                            ($35)
                                                                                                            -
                                                                                                            No
                                                                                                          
                                                                                                          
                                                                                                            G.
                                                                                                            Background
                                                                                                            Finger-Printing
                                                                                                            Fee
                                                                                                            ($50)
                                                                                                            -
                                                                                                            No
                                                                                                          
                                                                                                          
                                                                                                            H.
                                                                                                            National
                                                                                                            Association
                                                                                                            of
                                                                                                            Realtors
                                                                                                            (One
                                                                                                            Year
                                                                                                            Membership
                                                                                                            $150)
                                                                                                            -
                                                                                                            No
                                                                                                          
                                                                                                          
                                                                                                            I.
                                                                                                            Florida
                                                                                                            Realtors
                                                                                                            Association
                                                                                                            (One
                                                                                                            Year
                                                                                                            Membership
                                                                                                            $150)
                                                                                                            -
                                                                                                            No
                                                                                                          
                                                                                                          
                                                                                                            J.
                                                                                                            Realtors
                                                                                                            Association
                                                                                                            of
                                                                                                            the
                                                                                                            Palm
                                                                                                            Beaches
                                                                                                            (One
                                                                                                            Year
                                                                                                            Membership
                                                                                                            $200)
                                                                                                            -
                                                                                                            No
                                                                                                          
                                                                                                          
                                                                                                            K.
                                                                                                            Regional
                                                                                                            Multiple
                                                                                                            Listing
                                                                                                            Service
                                                                                                            (One
                                                                                                            Year
                                                                                                            Membership
                                                                                                            $200)
                                                                                                            -
                                                                                                            No
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                             
                                                                                                          
                                                                                                          
                                                                                                            ITEM
                                                                                                            8:
                                                                                                            Restrictions
                                                                                                            on
                                                                                                            Sources
                                                                                                            of
                                                                                                            Products
                                                                                                            and
                                                                                                            Services
                                                                                                          
                                                                                                          
                                                                                                            A.
                                                                                                            No
                                                                                                            specific
                                                                                                            real
                                                                                                            property
                                                                                                            lease
                                                                                                            or
                                                                                                            investment
                                                                                                            is
                                                                                                            required
                                                                                                            by
                                                                                                            Franchisee.
                                                                                                          
                                                                                                          
                                                                                                            B.
                                                                                                            No
                                                                                                            specific
                                                                                                            leased
                                                                                                            equipment,
                                                                                                            fixtures
                                                                                                            or
                                                                                                            fixed
                                                                                                            assets
                                                                                                            is
                                                                                                            required
                                                                                                            by
                                                                                                            Franchisee.
                                                                                                          
                                                                                                          
                                                                                                            C.
                                                                                                            No
                                                                                                            specific
                                                                                                            inventory
                                                                                                            is
                                                                                                            required
                                                                                                            to
                                                                                                            commence
                                                                                                            operations
                                                                                                            by
                                                                                                            Franchisee.
                                                                                                          
                                                                                                          
                                                                                                            D.
                                                                                                            The
                                                                                                            Franchisee
                                                                                                            has
                                                                                                            no
                                                                                                            obligation
                                                                                                            to
                                                                                                            lease
                                                                                                            from
                                                                                                            the
                                                                                                            Franchisor
                                                                                                            or
                                                                                                            its
                                                                                                            designee's
                                                                                                            any
                                                                                                            goods,
                                                                                                            supplies,
                                                                                                            fixtures,
                                                                                                            equipment,
                                                                                                            inventory
                                                                                                            or
                                                                                                            real
                                                                                                            estate
                                                                                                            relating
                                                                                                            to
                                                                                                            the
                                                                                                            establishment
                                                                                                            and
                                                                                                            operation
                                                                                                            of
                                                                                                            the
                                                                                                            franchised
                                                                                                            business.
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                             
                                                                                                          
                                                                                                          
                                                                                                            Item
                                                                                                            9:
                                                                                                            Franchisee's
                                                                                                            Obligations
                                                                                                          
                                                                                                          
                                                                                                            A.
                                                                                                            Franchisee
                                                                                                            is
                                                                                                            required
                                                                                                            to
                                                                                                            purchase
                                                                                                            real
                                                                                                            estate
                                                                                                            services,
                                                                                                            technology
                                                                                                            services,
                                                                                                            website
                                                                                                            hosting,
                                                                                                            web
                                                                                                            domain
                                                                                                            names,
                                                                                                            web
                                                                                                            design,
                                                                                                            web
                                                                                                            management
                                                                                                            and
                                                                                                            web
                                                                                                            marketing
                                                                                                            services
                                                                                                            from
                                                                                                            suppliers
                                                                                                            approved
                                                                                                            by
                                                                                                            the
                                                                                                            Franchisor.
                                                                                                          
                                                                                                          
                                                                                                            B.
                                                                                                            The
                                                                                                            Franchisor
                                                                                                            shall
                                                                                                            provide
                                                                                                            the
                                                                                                            Franchisee
                                                                                                            with
                                                                                                            a
                                                                                                            list
                                                                                                            of
                                                                                                            approved
                                                                                                            suppliers.
                                                                                                          
                                                                                                          
                                                                                                            C.
                                                                                                            The
                                                                                                            list
                                                                                                            of
                                                                                                            approved
                                                                                                            suppliers
                                                                                                            will
                                                                                                            be
                                                                                                            updated
                                                                                                            on
                                                                                                            a
                                                                                                            regular
                                                                                                            basis.
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                             
                                                                                                          
                                                                                                          
                                                                                                            Item
                                                                                                            10.
                                                                                                            Financing
                                                                                                          
                                                                                                          
                                                                                                            Franchisor
                                                                                                            does
                                                                                                            not
                                                                                                            offer
                                                                                                            financing
                                                                                                            arrangements
                                                                                                            to
                                                                                                            a
                                                                                                            Franchisee.
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                             
                                                                                                          
                                                                                                          
                                                                                                            Item
                                                                                                            11:
                                                                                                            Franchisor's
                                                                                                            Assistance,
                                                                                                            Advertising,
                                                                                                            Computer
                                                                                                            Systems,
                                                                                                            and
                                                                                                            Training
                                                                                                          
                                                                                                          
                                                                                                            A.
                                                                                                            Establish
                                                                                                            Franchisee
                                                                                                            with
                                                                                                            a
                                                                                                            fully
                                                                                                            operational
                                                                                                            real
                                                                                                            estate
                                                                                                            company.
                                                                                                          
                                                                                                          
                                                                                                            B.
                                                                                                            Services
                                                                                                            offered
                                                                                                            are
                                                                                                            residential,
                                                                                                            commercial,
                                                                                                            management,
                                                                                                            business,
                                                                                                            auctions
                                                                                                            and
                                                                                                            investments.
                                                                                                          
                                                                                                          
                                                                                                            C.
                                                                                                            The
                                                                                                            Franchisee
                                                                                                            will
                                                                                                            offer
                                                                                                            additional
                                                                                                            services
                                                                                                            as
                                                                                                            deemed
                                                                                                            necessary
                                                                                                            by
                                                                                                            Franchisor.
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                             
                                                                                                          
                                                                                                          
                                                                                                            Item
                                                                                                            12.
                                                                                                            Territory
                                                                                                          
                                                                                                          
                                                                                                            A.
                                                                                                            Franchisor
                                                                                                            will
                                                                                                            not
                                                                                                            grant
                                                                                                            an
                                                                                                            exclusive
                                                                                                            area
                                                                                                            or
                                                                                                            territory
                                                                                                            to
                                                                                                            any
                                                                                                            Franchisee.
                                                                                                          
                                                                                                          
                                                                                                            B.
                                                                                                            Each
                                                                                                            Franchisee
                                                                                                            will
                                                                                                            be
                                                                                                            responsible
                                                                                                            for
                                                                                                            selecting
                                                                                                            the
                                                                                                            location
                                                                                                            of
                                                                                                            the
                                                                                                            franchised
                                                                                                            business.
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                             
                                                                                                          
                                                                                                          
                                                                                                            Item
                                                                                                            13.
                                                                                                            Trademarks
                                                                                                          
                                                                                                          
                                                                                                            A.
                                                                                                            Franchisor
                                                                                                            has
                                                                                                            not
                                                                                                            registered
                                                                                                            its
                                                                                                            trade
                                                                                                            name,
                                                                                                            trademark
                                                                                                            or
                                                                                                            service
                                                                                                            mark
                                                                                                            with
                                                                                                            the
                                                                                                            United
                                                                                                            States
                                                                                                            Patent
                                                                                                            and
                                                                                                            Trademark
                                                                                                            office
                                                                                                            at
                                                                                                            the
                                                                                                            present
                                                                                                            time.
                                                                                                          
                                                                                                          
                                                                                                            B.
                                                                                                            There
                                                                                                            are
                                                                                                            presently
                                                                                                            no
                                                                                                            pending
                                                                                                            interference,
                                                                                                            opposition
                                                                                                            or
                                                                                                            cancellation
                                                                                                            proceedings
                                                                                                            or
                                                                                                            any
                                                                                                            pending
                                                                                                            material
                                                                                                            litigation
                                                                                                            involving
                                                                                                            such
                                                                                                            marks,
                                                                                                            trade
                                                                                                            names,
                                                                                                            logotypes
                                                                                                            or
                                                                                                            other
                                                                                                            commercial
                                                                                                            symbols
                                                                                                            which
                                                                                                            are
                                                                                                            relevant
                                                                                                            to
                                                                                                            their
                                                                                                            use
                                                                                                            in
                                                                                                            this
                                                                                                            state
                                                                                                            or
                                                                                                            other
                                                                                                            states.
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                             
                                                                                                          
                                                                                                          
                                                                                                            Item
                                                                                                            14:
                                                                                                            Patents,
                                                                                                            Copyrights,
                                                                                                            and
                                                                                                            Proprietary
                                                                                                            Information
                                                                                                          
                                                                                                          
                                                                                                            There
                                                                                                            are
                                                                                                            no
                                                                                                            registered
                                                                                                            patents
                                                                                                            or
                                                                                                            copyrights
                                                                                                            which
                                                                                                            are
                                                                                                            material
                                                                                                            to
                                                                                                            the
                                                                                                            purchase
                                                                                                            of
                                                                                                            the
                                                                                                            franchise.
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                             
                                                                                                          
                                                                                                          
                                                                                                            Item
                                                                                                            15:
                                                                                                            Obligation
                                                                                                            to
                                                                                                            Participate
                                                                                                            in
                                                                                                            the
                                                                                                            Actual
                                                                                                            Operation
                                                                                                            of
                                                                                                            the
                                                                                                            Franchise
                                                                                                            Business
                                                                                                          
                                                                                                          
                                                                                                            Franchisor
                                                                                                            requires
                                                                                                            the
                                                                                                            Franchisee
                                                                                                            to
                                                                                                            participate
                                                                                                            in
                                                                                                            the
                                                                                                            actual
                                                                                                            management
                                                                                                            and
                                                                                                            operation
                                                                                                            of
                                                                                                            the
                                                                                                            franchise
                                                                                                            business.
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                             
                                                                                                          
                                                                                                          
                                                                                                            Item
                                                                                                            16:
                                                                                                            Restrictions
                                                                                                            on
                                                                                                            What
                                                                                                            the
                                                                                                            Franchisee
                                                                                                            May
                                                                                                            Sell
                                                                                                          
                                                                                                          
                                                                                                            The
                                                                                                            Franchisee
                                                                                                            may
                                                                                                            offer
                                                                                                            real
                                                                                                            estate
                                                                                                            services
                                                                                                            and
                                                                                                            technology
                                                                                                            services
                                                                                                            approved
                                                                                                            by
                                                                                                            the
                                                                                                            Franchisor.
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                             
                                                                                                          
                                                                                                          
                                                                                                            Item
                                                                                                            17:
                                                                                                            Renewal,
                                                                                                            Termination,
                                                                                                            Transfer,
                                                                                                            and
                                                                                                            Dispute
                                                                                                            Resolution
                                                                                                          
                                                                                                          
                                                                                                            A.
                                                                                                            The
                                                                                                            initial
                                                                                                            term
                                                                                                            of
                                                                                                            the
                                                                                                            franchise
                                                                                                            is
                                                                                                            for
                                                                                                            a
                                                                                                            period
                                                                                                            of
                                                                                                            two
                                                                                                            years
                                                                                                            and
                                                                                                            is
                                                                                                            not
                                                                                                            affected
                                                                                                            by
                                                                                                            any
                                                                                                            other
                                                                                                            agreements
                                                                                                            including
                                                                                                            leases.
                                                                                                          
                                                                                                          
                                                                                                            B.
                                                                                                            Franchisee
                                                                                                            shall
                                                                                                            have
                                                                                                            the
                                                                                                            option
                                                                                                            to
                                                                                                            renew
                                                                                                            the
                                                                                                            franchise
                                                                                                            for
                                                                                                            an
                                                                                                            additional
                                                                                                            two
                                                                                                            year
                                                                                                            term.
                                                                                                          
                                                                                                          
                                                                                                            C.
                                                                                                            Upon
                                                                                                            the
                                                                                                            termination
                                                                                                            of
                                                                                                            the
                                                                                                            franchise
                                                                                                            for
                                                                                                            any
                                                                                                            cause,
                                                                                                            the
                                                                                                            franchisee
                                                                                                            shall
                                                                                                            retain
                                                                                                            no
                                                                                                            interest
                                                                                                            in
                                                                                                            the
                                                                                                            franchise
                                                                                                            business.
                                                                                                          
                                                                                                          
                                                                                                            
                                                                                                            D.
                                                                                                            The
                                                                                                            Franchisor
                                                                                                            need
                                                                                                            not
                                                                                                            repurchase
                                                                                                            the
                                                                                                            franchise
                                                                                                            under
                                                                                                            any
                                                                                                            condition.
                                                                                                            The
                                                                                                            Franchisor
                                                                                                            does
                                                                                                            retain
                                                                                                            the
                                                                                                            right
                                                                                                            of
                                                                                                            first
                                                                                                            refusal
                                                                                                            to
                                                                                                            repurchase
                                                                                                            the
                                                                                                            franchise.
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                              E.
                                                                                                              Franchisee
                                                                                                              may
                                                                                                              terminate
                                                                                                              the
                                                                                                              franchise
                                                                                                              agreement
                                                                                                              at
                                                                                                              any
                                                                                                              time
                                                                                                              by
                                                                                                              giving
                                                                                                              Franchisor
                                                                                                              thirty
                                                                                                              days
                                                                                                              written
                                                                                                              notice.
                                                                                                            
                                                                                                            
                                                                                                                            
                                                                                                            
                                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                               
                                                                                                            
                                                                                                            
                                                                                                              Item
                                                                                                              18.
                                                                                                              Public
                                                                                                              Figures
                                                                                                            
                                                                                                           
                                                                                                          
                                                                                                            Franchisor
                                                                                                            does
                                                                                                            not
                                                                                                            at
                                                                                                            the
                                                                                                            present
                                                                                                            time
                                                                                                            have
                                                                                                            any
                                                                                                            arrangements
                                                                                                            of
                                                                                                            any
                                                                                                            kind
                                                                                                            with
                                                                                                            public
                                                                                                            figures.
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                             
                                                                                                          
                                                                                                          
                                                                                                            Item
                                                                                                            19:
                                                                                                            Financial
                                                                                                            Performance
                                                                                                            Representations
                                                                                                          
                                                                                                          
                                                                                                            Franchisor
                                                                                                            does
                                                                                                            not
                                                                                                            make
                                                                                                            any
                                                                                                            claims
                                                                                                            with
                                                                                                            respect
                                                                                                            to
                                                                                                            actual,
                                                                                                            average,
                                                                                                            projected
                                                                                                            or
                                                                                                            forecasted
                                                                                                            franchise
                                                                                                            sales,
                                                                                                            profits
                                                                                                            or
                                                                                                            earnings.
                                                                                                          
                                                                                                          
                                                                                                             
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                             
                                                                                                          
                                                                                                          
                                                                                                            Item
                                                                                                            20:
                                                                                                            Outlets
                                                                                                            and
                                                                                                            Franchisee
                                                                                                            Information
                                                                                                          
                                                                                                          
                                                                                                            A.
                                                                                                            No
                                                                                                            franchise's
                                                                                                            have
                                                                                                            been
                                                                                                            terminated
                                                                                                            or
                                                                                                            cancelled
                                                                                                            by
                                                                                                            the
                                                                                                            Franchisor.
                                                                                                          
                                                                                                          
                                                                                                            There
                                                                                                            are
                                                                                                            currently
                                                                                                            0
                                                                                                            Franchises
                                                                                                            operating
                                                                                                            in
                                                                                                            50
                                                                                                            states.
                                                                                                          
                                                                                                          
                                                                                                            B.
                                                                                                            The
                                                                                                            Franchisor
                                                                                                            will
                                                                                                            grant
                                                                                                            at
                                                                                                            least
                                                                                                            50
                                                                                                            franchises
                                                                                                            in
                                                                                                            most
                                                                                                            states
                                                                                                            throughout
                                                                                                            the
                                                                                                            United
                                                                                                            States.
                                                                                                          
                                                                                                          
                                                                                                            C.
                                                                                                            It
                                                                                                            is
                                                                                                            estimated
                                                                                                            that
                                                                                                            at
                                                                                                            least
                                                                                                            100
                                                                                                            franchises
                                                                                                            will
                                                                                                            be
                                                                                                            granted
                                                                                                            during
                                                                                                            the
                                                                                                            next
                                                                                                            five
                                                                                                            years.
                                                                                                          
                                                                                                          
                                                                                                             
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                             
                                                                                                          
                                                                                                          
                                                                                                            FRANCHISE
                                                                                                            AGREEMENT
                                                                                                          
                                                                                                          
                                                                                                             
                                                                                                          
                                                                                                          
                                                                                                             
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                            
                                                                                                            This
                                                                                                            agreement
                                                                                                            is
                                                                                                            made
                                                                                                            on
                                                                                                            March
                                                                                                            _____
                                                                                                            2017
                                                                                                            by
                                                                                                            and
                                                                                                            between
                                                                                                            UNDISCOVERED
                                                                                                            PROPERTIES,
                                                                                                            INC
                                                                                                            hereinafter
                                                                                                            called
                                                                                                            Franchisor
                                                                                                            and
                                                                                                            _____________________________
                                                                                                            hereinafter
                                                                                                            called
                                                                                                            Franchisee.
                                                                                                          
                                                                                                      
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                             
                                                                                                          
                                                                                                          
                                                                                                            A)
                                                                                                            Whereas,
                                                                                                            the
                                                                                                            Franchisor
                                                                                                            has
                                                                                                            developed
                                                                                                            and
                                                                                                            innovated
                                                                                                            a
                                                                                                            unique
                                                                                                            method
                                                                                                            of
                                                                                                            conducting
                                                                                                            its
                                                                                                            business.
                                                                                                          
                                                                                                          
                                                                                                            B)
                                                                                                            Whereas,
                                                                                                            the
                                                                                                            Franchisor
                                                                                                            is
                                                                                                            the
                                                                                                            owner
                                                                                                            of
                                                                                                            all
                                                                                                            rights,
                                                                                                            title
                                                                                                            and
                                                                                                            interest
                                                                                                            in
                                                                                                            and
                                                                                                            to
                                                                                                            its
                                                                                                            trade
                                                                                                            name,
                                                                                                            trademark,
                                                                                                            service
                                                                                                            mark,
                                                                                                            quality
                                                                                                            control
                                                                                                            methods,
                                                                                                            advertising,
                                                                                                            copyrights
                                                                                                            and
                                                                                                            logotypes.
                                                                                                          
                                                                                                          
                                                                                                            C)
                                                                                                            Whereas,
                                                                                                            the
                                                                                                            Franchisor
                                                                                                            is
                                                                                                            willing
                                                                                                            and
                                                                                                            agrees
                                                                                                            to
                                                                                                            grant
                                                                                                            the
                                                                                                            Franchisee
                                                                                                            such
                                                                                                            franchise
                                                                                                            under
                                                                                                            the
                                                                                                            terms
                                                                                                            and
                                                                                                            conditions
                                                                                                            as
                                                                                                            hereinafter
                                                                                                            set
                                                                                                            forth.
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                             
                                                                                                          
                                                                                                          
                                                                                                            Now
                                                                                                            therefore,
                                                                                                            the
                                                                                                            parties
                                                                                                            agree
                                                                                                            as
                                                                                                            follows:
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                             
                                                                                                          
                                                                                                          
                                                                                                            1.
                                                                                                            FRANCHISE
                                                                                                            FEE
                                                                                                            Franchisee
                                                                                                            Please
                                                                                                            Initial
                                                                                                            Here
                                                                                                            ___
                                                                                                          
                                                                                                          
                                                                                                            
                                                                                                            A.
                                                                                                            For
                                                                                                            and
                                                                                                            in
                                                                                                            consideration
                                                                                                            of
                                                                                                            the
                                                                                                            grant
                                                                                                            of
                                                                                                            the
                                                                                                            franchise,
                                                                                                            the
                                                                                                            initial
                                                                                                            franchise
                                                                                                            fee
                                                                                                            is
                                                                                                            $500.
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                            B.
                                                                                                            The
                                                                                                            initial
                                                                                                            franchise
                                                                                                            fee
                                                                                                            is
                                                                                                            refundable.
                                                                                                          
                                                                                                                    
                                                                                                          
                                                                                                            D.
                                                                                                            Initial
                                                                                                            franchise
                                                                                                            fee
                                                                                                            is
                                                                                                            $0
                                                                                                            for
                                                                                                            existing
                                                                                                            licensed
                                                                                                            real
                                                                                                            estate
                                                                                                            agents
                                                                                                            or
                                                                                                            brokers
                                                                                                            in
                                                                                                            the
                                                                                                            state
                                                                                                            of
                                                                                                            Florida,
                                                                                                            any
                                                                                                            member
                                                                                                            of
                                                                                                            the
                                                                                                            Military,
                                                                                                            Veterans
                                                                                                            and
                                                                                                            Disabled
                                                                                                            Americans.
                                                                                                          
                                                                                                          
                                                                                                            C.
                                                                                                            Franchisee
                                                                                                            may
                                                                                                            terminate
                                                                                                            the
                                                                                                            agreement
                                                                                                            within
                                                                                                            thirty
                                                                                                            days
                                                                                                            and
                                                                                                            receive
                                                                                                            a
                                                                                                            complete
                                                                                                            refund
                                                                                                            of
                                                                                                            initial
                                                                                                            franchise
                                                                                                            fee.
                                                                                                          
                                                                                                                    
                                                                                                          
                                                                                                             
                                                                                                          
                                                                                                          
                                                                                                             
                                                                                                          
                                                                                      
                                                                                                          
                                                                                                            
                                                                                                            2.
                                                                                                            SERVICE
                                                                                                            FEES
                                                                                                            Franchisee
                                                                                                            Please
                                                                                                            Initial
                                                                                                            Here
                                                                                                            ___
                                                                                                            
                                                                                                          
                                                                                                          
                                                                                                            
                                                                                                            
                                                                                                            A.
                                                                                                            In
                                                                                                            addition
                                                                                                            to
                                                                                                            the
                                                                                                            initial
                                                                                                            franchise
                                                                                                            fee,
                                                                                                            the
                                                                                                            Franchisee
                                                                                                            is
                                                                                                            required
                                                                                                            to
                                                                                                            pay
                                                                                                            a
                                                                                                            monthly
                                                                                                            service
                                                                                                            fee
                                                                                                            in
                                                                                                            the
                                                                                                            amount
                                                                                                            of
                                                                                                            $100.
                                                                                                          
                                                                                                          
                                                                                                            
                                                                                                            B.
                                                                                                            The
                                                                                                            monthly
                                                                                                            service
                                                                                                            fees
                                                                                                            are
                                                                                                            non-refundable.
                                                                                                          
                                                                                                          
                                                                                                            
                                                                                                            
                                                                                                              C.
                                                                                                              Franchisee
                                                                                                              will
                                                                                                              receive
                                                                                                              90/10
                                                                                                              commission
                                                                                                              split
                                                                                                              on
                                                                                                              each
                                                                                                              transaction.
                                                                                                              Franchisee
                                                                                                              (90%),
                                                                                                              Franchisor
                                                                                                              (10%).
                                                                                                              
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                      
                                                                                                            
                                                                                                                            
                                                                                                            
                                                                                                               
                                                                                                            
                                                                                                            
                                                                                                              3.
                                                                                                              TERM
                                                                                                              AND
                                                                                                              RENEWAL
                                                                                                              Franchisee
                                                                                                              Please
                                                                                                              Initial
                                                                                                              Here
                                                                                                              ___
                                                                                                            
                                                                                                           
                                                                                                          
                                                                                                            The
                                                                                                            initial
                                                                                                            term
                                                                                                            of
                                                                                                            this
                                                                                                            agreement
                                                                                                            shall
                                                                                                            be
                                                                                                            for
                                                                                                            a
                                                                                                            period
                                                                                                            of
                                                                                                            two
                                                                                                            (
                                                                                                            2
                                                                                                            )
                                                                                                            years.
                                                                                                            Franchisee
                                                                                                            shall
                                                                                                            have
                                                                                                            the
                                                                                                            option
                                                                                                            to
                                                                                                            renew
                                                                                                            the
                                                                                                            franchise
                                                                                                            for
                                                                                                            an
                                                                                                            additional
                                                                                                            two
                                                                                                            (
                                                                                                            2
                                                                                                            )
                                                                                                            year
                                                                                                            period
                                                                                                            by
                                                                                                            signing
                                                                                                            the
                                                                                                            then
                                                                                                            current
                                                                                                            franchise
                                                                                                            agreement.
                                                                                                          
                                                                                                          
                                                                                                            The
                                                                                                            Franchisor
                                                                                                            may
                                                                                                            refuse
                                                                                                            to
                                                                                                            renew
                                                                                                            a
                                                                                                            franchise
                                                                                                            on
                                                                                                            the
                                                                                                            following
                                                                                                            basis.
                                                                                                          
                                                                                                          
                                                                                                            A.
                                                                                                            Franchisee
                                                                                                            is
                                                                                                            in
                                                                                                            default
                                                                                                            of
                                                                                                            any
                                                                                                            provision
                                                                                                            in
                                                                                                            the
                                                                                                            franchise
                                                                                                            agreement.
                                                                                                          
                                                                                                          
                                                                                                            B.
                                                                                                            Franchisee
                                                                                                            fails
                                                                                                            to
                                                                                                            give
                                                                                                            written
                                                                                                            notice
                                                                                                            of
                                                                                                            intent
                                                                                                            to
                                                                                                            renew
                                                                                                            thirty
                                                                                                            days
                                                                                                            prior
                                                                                                            to
                                                                                                            expiration
                                                                                                            of
                                                                                                            the
                                                                                                            current
                                                                                                            franchise
                                                                                                            agreement.
                                                                                                          
                                                                                                          
                                                                                                            C.
                                                                                                            Franchisee
                                                                                                            fails
                                                                                                            to
                                                                                                            execute
                                                                                                            the
                                                                                                            then
                                                                                                            current
                                                                                                            franchise
                                                                                                            agreement.
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                             
                                                                                                          
                                                                                                          
                                                                                                            4.
                                                                                                            TERMINATION
                                                                                                            Franchisee
                                                                                                            Please
                                                                                                            Initial
                                                                                                            Here
                                                                                                            ___
                                                                                                          
                                                                                                          
                                                                                                            Franchisor
                                                                                                            may
                                                                                                            terminate
                                                                                                            the
                                                                                                            franchise
                                                                                                            agreement
                                                                                                            under
                                                                                                            the
                                                                                                            following
                                                                                                            basis.
                                                                                                          
                                                                                                          
                                                                                                            A.
                                                                                                            Franchisee
                                                                                                            is
                                                                                                            in
                                                                                                            default
                                                                                                            of
                                                                                                            any
                                                                                                            provision
                                                                                                            in
                                                                                                            the
                                                                                                            franchise
                                                                                                            agreement.
                                                                                                          
                                                                                                          
                                                                                                            B.
                                                                                                            Franchisee
                                                                                                            breaches
                                                                                                            any
                                                                                                            provision
                                                                                                            in
                                                                                                            the
                                                                                                            franchise
                                                                                                            agreement.
                                                                                                          
                                                                                                          
                                                                                                            C.
                                                                                                            Franchisee
                                                                                                            fails
                                                                                                            to
                                                                                                            submit
                                                                                                            monthly
                                                                                                            payments.
                                                                                                          
                                                                                                          
                                                                                                            D.
                                                                                                            Expiration
                                                                                                            of
                                                                                                            the
                                                                                                            natural
                                                                                                            term
                                                                                                            of
                                                                                                            franchise
                                                                                                            agreement
                                                                                                            without
                                                                                                            renewal.
                                                                                                          
                                                                                                          
                                                                                                            E.
                                                                                                            Franchisor
                                                                                                            must
                                                                                                            give
                                                                                                            Franchisee
                                                                                                            thirty
                                                                                                            days
                                                                                                            written
                                                                                                            or
                                                                                                            electronic
                                                                                                            mail
                                                                                                            notice
                                                                                                            to
                                                                                                            correct
                                                                                                            deficiency.
                                                                                                          
                                                                                                          
                                                                                                            Franchisee
                                                                                                            may
                                                                                                            terminate
                                                                                                            the
                                                                                                            franchise
                                                                                                            agreement
                                                                                                            under
                                                                                                            the
                                                                                                            following
                                                                                                            basis.
                                                                                                          
                                                                                                          
                                                                                                            A.
                                                                                                            Franchisor
                                                                                                            is
                                                                                                            in
                                                                                                            default
                                                                                                            of
                                                                                                            any
                                                                                                            provision
                                                                                                            in
                                                                                                            the
                                                                                                            franchise
                                                                                                            agreement.
                                                                                                          
                                                                                                          
                                                                                                            B.
                                                                                                            Expiration
                                                                                                            of
                                                                                                            the
                                                                                                            natural
                                                                                                            term
                                                                                                            of
                                                                                                            franchise
                                                                                                            agreement
                                                                                                            without
                                                                                                            renewal.
                                                                                                          
                                                                                                          
                                                                                                            C.
                                                                                                            Franchisee
                                                                                                            must
                                                                                                            give
                                                                                                            Franchisor
                                                                                                            thirty
                                                                                                            days
                                                                                                            written
                                                                                                            or
                                                                                                            electronic
                                                                                                            mail
                                                                                                            notice
                                                                                                            to
                                                                                                            correct
                                                                                                            deficiency.
                                                                                                          
    
                                                                                                          
                                                                                                            D.
                                                                                                            Franchisee
                                                                                                            may
                                                                                                            terminate
                                                                                                            the
                                                                                                            franchise
                                                                                                            agreement
                                                                                                            at
                                                                                                            any
                                                                                                            time
                                                                                                            by
                                                                                                            giving
                                                                                                            Franchisor
                                                                                                            thirty
                                                                                                            days
                                                                                                            written
                                                                                                            notice.
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                                            
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                             
                                                                                                          
                                                                                                          
                                                                                                            5.
                                                                                                            TERMINATION
                                                                                                            PROCEDURES
                                                                                                            Franchisee
                                                                                                            Please
                                                                                                            Initial
                                                                                                            Here
                                                                                                            ___
                                                                                                          
                                                                                                          
                                                                                                            Upon
                                                                                                            termination
                                                                                                            of
                                                                                                            this
                                                                                                            franchise
                                                                                                            agreement
                                                                                                            for
                                                                                                            any
                                                                                                            reason:
                                                                                                          
                                                                                                          
                                                                                                            Franchisee
                                                                                                            agrees
                                                                                                            to
                                                                                                            comply
                                                                                                            with
                                                                                                            all
                                                                                                            termination
                                                                                                            procedures
                                                                                                            now
                                                                                                            in
                                                                                                            effect
                                                                                                            or
                                                                                                            hereinafter
                                                                                                            adopted
                                                                                                            by
                                                                                                            the
                                                                                                            Franchisor.
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                             
                                                                                                          
                                                                                                          
                                                                                                            6.
                                                                                                            PROPRIETARY
                                                                                                            MARKS
                                                                                                            Franchisee
                                                                                                            Please
                                                                                                            Initial
                                                                                                            Here
                                                                                                            ___
                                                                                                          
                                                                                                          
                                                                                                            A.
                                                                                                            Franchisor
                                                                                                            reserves
                                                                                                            the
                                                                                                            right
                                                                                                            to
                                                                                                            approve
                                                                                                            all
                                                                                                            signs,
                                                                                                            stationary,
                                                                                                            business
                                                                                                            cards,
                                                                                                            forms
                                                                                                            and
                                                                                                            all
                                                                                                            other
                                                                                                            material
                                                                                                            used
                                                                                                            by
                                                                                                            the
                                                                                                            Franchisee.
                                                                                                          
                                                                                                          
                                                                                                            B.
                                                                                                            Franchisor
                                                                                                            has
                                                                                                            the
                                                                                                            exclusive
                                                                                                            right
                                                                                                            to
                                                                                                            defend
                                                                                                            its
                                                                                                            proprietary
                                                                                                            marks.
                                                                                                            Franchisee
                                                                                                            agrees
                                                                                                            to
                                                                                                            cooperate
                                                                                                            to
                                                                                                            whatever
                                                                                                            extent
                                                                                                            necessary
                                                                                                            in
                                                                                                            protecting
                                                                                                            such
                                                                                                            marks.
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                             
                                                                                                          
                                                                                                          
                                                                                                            7.
                                                                                                            ADVERTISING
                                                                                                            Franchisee
                                                                                                            Please
                                                                                                            Initial
                                                                                                            Here
                                                                                                            ___
                                                                                                          
                                                                                                          
                                                                                                            Franchisee
                                                                                                            must
                                                                                                            submit
                                                                                                            all
                                                                                                            promotional
                                                                                                            and
                                                                                                            advertising
                                                                                                            materials
                                                                                                            to
                                                                                                            Franchisor
                                                                                                            for
                                                                                                            approval.
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                             
                                                                                                          
                                                                                                          
                                                                                                            8.
                                                                                                            APPROVED
                                                                                                            SUPPLIERS
                                                                                                            Franchisee
                                                                                                            Please
                                                                                                            Initial
                                                                                                            Here
                                                                                                            ___
                                                                                                          
                                                                                                          
                                                                                                            Franchisee
                                                                                                            is
                                                                                                            required
                                                                                                            to
                                                                                                            purchase
                                                                                                            real
                                                                                                            estate
                                                                                                            services,
                                                                                                            products,
                                                                                                            advertising
                                                                                                            services,
                                                                                                            website
                                                                                                            services
                                                                                                            and
                                                                                                            technology
                                                                                                            services
                                                                                                            from
                                                                                                            suppliers
                                                                                                            approved
                                                                                                            by
                                                                                                            the
                                                                                                            Franchisor.
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                             
                                                                                                          
                                                                                                          
                                                                                                            
                                                                                                            Florida
                                                                                                            Real
                                                                                                            Estate
                                                                                                          63
                                                                                                          Hour
                                                                                                          Pre-Licensing
                                                                                                            Course
                                                                                                          ($200).
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                            
                                                                                                            Florida
                                                                                                            Professional
                                                                                                            Corporation
                                                                                                            or
                                                                                                            Limited
                                                                                                            Liability
                                                                                                          Company
                                                                                                          ($100).
                                                                                                          
                                                                                
                                                                                                          
                                                                                                            
                                                                                                            DBPR
                                                                                                            State
                                                                                                            License
                                                                                                            Application
                                                                                                            Fee
                                                                                                            ($90).
                                                                                                          
                                                                                                            
                                                                                                          
                                                                                                            Pearson
                                                                                                            Vue
                                                                                                            Testing
                                                                                                            Fee
                                                                                                            ($35).
                                                                                                          
                                                                                                          
                                                                                                            
                                                                                                            Background
                                                                                                            Finger-Printing
                                                                                                            Fee
                                                                                                            ($50).
                                                                                                          
                                                                                                            
                                                                                                          
                                                                                                            National
                                                                                                            Association
                                                                                                            of
                                                                                                            Realtors
                                                                                                            (One
                                                                                                            Year
                                                                                                            Membership
                                                                                                            $150).
                                                                                                          
                                                                                                          
                                                                                                            Florida
                                                                                                            Realtors
                                                                                                            Association
                                                                                                            (One
                                                                                                            Year
                                                                                                            Membership
                                                                                                            $150).
                                                                                                          
                                                                                                          
                                                                                                            Realtors
                                                                                                            Association
                                                                                                            of
                                                                                                            the
                                                                                                            Palm
                                                                                                            Beaches
                                                                                                            (One
                                                                                                            Year
                                                                                                            Membership
                                                                                                            $200).
                                                                                                          
                                                                                                          
                                                                                                            
                                                                                                            Regional
                                                                                                            Multiple
                                                                                                            Listing
                                                                                                            Service
                                                                                                            (One
                                                                                                            Year
                                                                                                            Membership
                                                                                                            $200).
                                                                                                          
                                                                              
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                             
                                                                                                          
                                                                                                          
                                                                                                            A.
                                                                                                            The
                                                                                                            Franchisor
                                                                                                            shall
                                                                                                            provide
                                                                                                            the
                                                                                                            Franchisee
                                                                                                            with
                                                                                                            a
                                                                                                            list
                                                                                                            of
                                                                                                            approved
                                                                                                            suppliers.
                                                                                                          
                                                                                                          
                                                                                                            B.
                                                                                                            The
                                                                                                            Franchisor
                                                                                                            will
                                                                                                            revise
                                                                                                            the
                                                                                                            approved
                                                                                                            supplier
                                                                                                            list
                                                                                                            from
                                                                                                            time
                                                                                                            to
                                                                                                            time.
                                                                                                            Updated
                                                                                                            list
                                                                                                            of
                                                                                                            approved
                                                                                                            suppliers
                                                                                                            will
                                                                                                            be
                                                                                                            available
                                                                                                            to
                                                                                                            the
                                                                                                            Franchisee
                                                                                                            on
                                                                                                            a
                                                                                                            continuous
                                                                                                            basis.
                                                                                                          
                                                                                                          
                                                                                                            C.
                                                                                                            Suppliers
                                                                                                            are
                                                                                                            evaluated
                                                                                                            to
                                                                                                            meet
                                                                                                            minimum
                                                                                                            standards
                                                                                                            established
                                                                                                            by
                                                                                                            the
                                                                                                            Franchisor.
                                                                                                          
                                                                                                          
                                                                                                            D.
                                                                                                            The
                                                                                                            Franchisee
                                                                                                            shall
                                                                                                            obtain
                                                                                                            the
                                                                                                            Franchisor's
                                                                                                            written
                                                                                                            approval
                                                                                                            prior
                                                                                                            to
                                                                                                            the
                                                                                                            use
                                                                                                            of
                                                                                                            any
                                                                                                            supplier
                                                                                                            not
                                                                                                            previously
                                                                                                            approved
                                                                                                            by
                                                                                                            the
                                                                                                            Franchisor,
                                                                                                            and
                                                                                                            as
                                                                                                            a
                                                                                                            precondition
                                                                                                            to
                                                                                                            the
                                                                                                            granting
                                                                                                            of
                                                                                                            such
                                                                                                            approval,
                                                                                                            may
                                                                                                            require
                                                                                                            additional
                                                                                                            information
                                                                                                            regarding
                                                                                                            the
                                                                                                            services.
                                                                                                            The
                                                                                                            Franchisor
                                                                                                            will
                                                                                                            advise
                                                                                                            the
                                                                                                            Franchisee
                                                                                                            in
                                                                                                            writing
                                                                                                            within
                                                                                                            a
                                                                                                            reasonable
                                                                                                            time
                                                                                                            whether
                                                                                                            the
                                                                                                            requested
                                                                                                            supplier
                                                                                                            meet's
                                                                                                            the
                                                                                                            Franchisor's
                                                                                                            standards.
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                             
                                                                                                          
                                                                                                          
                                                                                                            9.
                                                                                                            DEATH
                                                                                                            OR
                                                                                                            INCAPACITY
                                                                                                            OF
                                                                                                            FRANCHISEE
                                                                                                            Franchisee
                                                                                                            Please
                                                                                                            Initial
                                                                                                            Here
                                                                                                            __
                                                                                                          
                                                                                                          
                                                                                                            A.
                                                                                                            The
                                                                                                            franchise
                                                                                                            shall
                                                                                                            terminate
                                                                                                            upon
                                                                                                            the
                                                                                                            death
                                                                                                            of
                                                                                                            the
                                                                                                            Franchisee
                                                                                                            or
                                                                                                            the
                                                                                                            Franchisee
                                                                                                            being
                                                                                                            determined
                                                                                                            to
                                                                                                            be
                                                                                                            legally
                                                                                                            incompetent
                                                                                                            or
                                                                                                            the
                                                                                                            Franchisee
                                                                                                            becomes
                                                                                                            insolvent
                                                                                                            or
                                                                                                            the
                                                                                                            Franchisee
                                                                                                            is
                                                                                                            adjudicated
                                                                                                            bankrupt
                                                                                                            or
                                                                                                            the
                                                                                                            Franchisee
                                                                                                            is
                                                                                                            convicted
                                                                                                            of
                                                                                                            a
                                                                                                            felony.
                                                                                                          
                                                                                                          
                                                                                                            B.
                                                                                                            The
                                                                                                            Franchisee's
                                                                                                            heir's
                                                                                                            or
                                                                                                            personal
                                                                                                            representatives
                                                                                                            may
                                                                                                            continue
                                                                                                            to
                                                                                                            operate
                                                                                                            the
                                                                                                            franchise
                                                                                                            providing
                                                                                                            all
                                                                                                            assignee's
                                                                                                            agree
                                                                                                            to
                                                                                                            the
                                                                                                            franchise
                                                                                                            agreement
                                                                                                            and
                                                                                                            all
                                                                                                            collateral
                                                                                                            agreements.
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                             
                                                                                                          
                                                                                                          
                                                                                                            10.
                                                                                                            OBLIGATIONS
                                                                                                            OF
                                                                                                            THE
                                                                                                            FRANCHISOR
                                                                                                            Franchisee
                                                                                                            Please
                                                                                                            Initial
                                                                                                            Here
                                                                                                            __
                                                                                                          
                                                                                                          
                                                                                                            Prior
                                                                                                            to
                                                                                                            the
                                                                                                            opening
                                                                                                            of
                                                                                                            the
                                                                                                            franchise
                                                                                                            business,
                                                                                                            the
                                                                                                            Franchisor
                                                                                                            shall:
                                                                                                          
                                                                                                          
                                                                                                            A.
                                                                                                            Provide
                                                                                                            unlimited
                                                                                                            consultation
                                                                                                            on
                                                                                                            the
                                                                                                            method
                                                                                                            of
                                                                                                            conducting
                                                                                                            the
                                                                                                            franchise
                                                                                                            business.
                                                                                                          
                                                                                                          
                                                                                                            During
                                                                                                            the
                                                                                                            operation
                                                                                                            of
                                                                                                            the
                                                                                                            franchise
                                                                                                            business,
                                                                                                            the
                                                                                                            Franchisor
                                                                                                            shall
                                                                                                            provide
                                                                                                            such
                                                                                                            continuing
                                                                                                            advice
                                                                                                            and
                                                                                                            support
                                                                                                            as
                                                                                                            it
                                                                                                            deems
                                                                                                            appropriate
                                                                                                            in
                                                                                                            its
                                                                                                            absolute
                                                                                                            discretion.
                                                                                                          
                                                                                                          
                                                                                                            B.
                                                                                                            Provide
                                                                                                            unlimited
                                                                                                            consultation
                                                                                                            in
                                                                                                            order
                                                                                                            to
                                                                                                            maintain
                                                                                                            quality
                                                                                                            control.
                                                                                                          
                                                                                                          
                                                                                                            C.
                                                                                                            On
                                                                                                            going
                                                                                                            business
                                                                                                            development,
                                                                                                            continuous
                                                                                                            training,
                                                                                                            product
                                                                                                            awareness
                                                                                                            and
                                                                                                            informational
                                                                                                            services.
                                                                                                          
                                                                                                          
                                                                                                            D.
                                                                                                            The
                                                                                                            Franchisor
                                                                                                            offers
                                                                                                            continuous
                                                                                                            and
                                                                                                            unlimited
                                                                                                            assistance
                                                                                                            to
                                                                                                            Franchisee
                                                                                                            in
                                                                                                            connection
                                                                                                            with
                                                                                                            the
                                                                                                            operation
                                                                                                            of
                                                                                                            the
                                                                                                            franchised
                                                                                                            business.
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                             
                                                                                                          
                                                                                                          
                                                                                                            11.
                                                                                                            OBLIGATIONS
                                                                                                            OF
                                                                                                            THE
                                                                                                            FRANCHISEE
                                                                                                            Franchisee
                                                                                                            Please
                                                                                                            Initial
                                                                                                            Here
                                                                                                            __
                                                                                                          
                                                                                                          
                                                                                                            A.
                                                                                                            Franchisee
                                                                                                            agrees
                                                                                                            to
                                                                                                            comply
                                                                                                            with
                                                                                                            all
                                                                                                            standards
                                                                                                            and
                                                                                                            procedures
                                                                                                            now
                                                                                                            in
                                                                                                            effect
                                                                                                            or
                                                                                                            hereinafter
                                                                                                            adopted
                                                                                                            by
                                                                                                            the
                                                                                                            Franchisor.
                                                                                                          
                                                                                                          
                                                                                                            B.
                                                                                                            Franchisee
                                                                                                            agrees
                                                                                                            to
                                                                                                            comply
                                                                                                            with
                                                                                                            all
                                                                                                            federal,
                                                                                                            state,
                                                                                                            local
                                                                                                            and
                                                                                                            county
                                                                                                            laws
                                                                                                            regarding
                                                                                                            the
                                                                                                            operation
                                                                                                            of
                                                                                                            a
                                                                                                            real
                                                                                                            estate
                                                                                                            company.
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                               
                                                                                                            
                                                                                                            
                                                                                                              REPORTS
                                                                                                              Franchisee
                                                                                                              Please
                                                                                                              Initial
                                                                                                              Here
                                                                                                              ___
                                                                                                            
                                                                                                            
                                                                                                              Franchisee
                                                                                                              must
                                                                                                              submit
                                                                                                              business
                                                                                                              records,
                                                                                                              financial
                                                                                                              statements,
                                                                                                              invoices,
                                                                                                              bills,
                                                                                                              receipts,
                                                                                                              legal
                                                                                                              documents,
                                                                                                              insurance
                                                                                                              policies,
                                                                                                              income
                                                                                                              tax
                                                                                                              returns,
                                                                                                              periodic
                                                                                                              reports
                                                                                                              and
                                                                                                              business
                                                                                                              forms
                                                                                                              to
                                                                                                              be
                                                                                                              determined
                                                                                                              by
                                                                                                              the
                                                                                                              Franchisor.
                                                                                                            
                                                                                                            
                                                                                                           
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                             
                                                                                                          
                                                                                                          
                                                                                                            12.
                                                                                                            TRAINING
                                                                                                            Franchisee
                                                                                                            Please
                                                                                                            Initial
                                                                                                            Here
                                                                                                            ___
                                                                                                          
                                                                                                          
                                                                                                            A.
                                                                                                            Training
                                                                                                            is
                                                                                                            one
                                                                                                            of
                                                                                                            the
                                                                                                            greatest
                                                                                                            benefits
                                                                                                            that
                                                                                                            we
                                                                                                            offer
                                                                                                            to
                                                                                                            you
                                                                                                            and
                                                                                                            your
                                                                                                            staff.
                                                                                                            Enhancing
                                                                                                            skills
                                                                                                            and
                                                                                                            improving
                                                                                                            productivity
                                                                                                            is
                                                                                                            a
                                                                                                            strong
                                                                                                            commitment
                                                                                                            to
                                                                                                            providing
                                                                                                            quality
                                                                                                            learning
                                                                                                            opportunities.
                                                                                                            The
                                                                                                            training
                                                                                                            programs
                                                                                                            are
                                                                                                            designed
                                                                                                            to
                                                                                                            ensure
                                                                                                            efficiency
                                                                                                            in
                                                                                                            learning
                                                                                                            and
                                                                                                            support
                                                                                                            resources
                                                                                                            which
                                                                                                            will
                                                                                                            help
                                                                                                            you
                                                                                                            achieve
                                                                                                            a
                                                                                                            successful
                                                                                                            relationship
                                                                                                            with
                                                                                                            all
                                                                                                            your
                                                                                                            clients.
                                                                                                            Web
                                                                                                            based
                                                                                                            training
                                                                                                            is
                                                                                                            a
                                                                                                            cost
                                                                                                            effective
                                                                                                            and
                                                                                                            easy
                                                                                                            way
                                                                                                            to
                                                                                                            provide
                                                                                                            real
                                                                                                            estate
                                                                                                            professionals
                                                                                                            with
                                                                                                            unlimited
                                                                                                            knowledge.
                                                                                                          
                                                                                                          
                                                                                                            B.
                                                                                                            The
                                                                                                            Franchisee
                                                                                                            will
                                                                                                            have
                                                                                                            the
                                                                                                            opportunity
                                                                                                            to
                                                                                                            attend
                                                                                                            local,
                                                                                                            regional,
                                                                                                            national
                                                                                                            and
                                                                                                            international
                                                                                                            trade
                                                                                                            shows,
                                                                                                            conventions
                                                                                                            and
                                                                                                            seminars.
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                             
                                                                                                          
                                                                                                          
                                                                                                            13.
                                                                                                            ASSIGNMENT
                                                                                                            BY
                                                                                                            FRANCHISOR
                                                                                                            Franchisee
                                                                                                            Please
                                                                                                            Initial
                                                                                                            Here
                                                                                                            __
                                                                                                          
                                                                                                          
                                                                                                            Franchisor
                                                                                                            or
                                                                                                            its
                                                                                                            owners
                                                                                                            may
                                                                                                            sell
                                                                                                            or
                                                                                                            assign
                                                                                                            all
                                                                                                            or
                                                                                                            any
                                                                                                            interest
                                                                                                            in
                                                                                                            the
                                                                                                            franchise
                                                                                                            agreement
                                                                                                            without
                                                                                                            written
                                                                                                            notification
                                                                                                            and
                                                                                                            without
                                                                                                            consent
                                                                                                            of
                                                                                                            the
                                                                                                            Franchisee.
                                                                                                            The
                                                                                                            franchise
                                                                                                            agreement
                                                                                                            is
                                                                                                            fully
                                                                                                            assignable
                                                                                                            by
                                                                                                            Franchisor
                                                                                                            and
                                                                                                            shall
                                                                                                            inure
                                                                                                            to
                                                                                                            the
                                                                                                            benefit
                                                                                                            of
                                                                                                            the
                                                                                                            assignee
                                                                                                            or
                                                                                                            other
                                                                                                            legal
                                                                                                            successor.
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                             
                                                                                                          
                                                                                                          
                                                                                                            14.
                                                                                                            ASSIGNMENT
                                                                                                            BY
                                                                                                            FRANCHISEE
                                                                                                            Franchisee
                                                                                                            Please
                                                                                                            Initial
                                                                                                            Here
                                                                                                            __
                                                                                                          
                                                                                                          
                                                                                                            The
                                                                                                            Franchisee
                                                                                                            or
                                                                                                            its
                                                                                                            owners
                                                                                                            may
                                                                                                            sell
                                                                                                            or
                                                                                                            assign
                                                                                                            all
                                                                                                            or
                                                                                                            any
                                                                                                            interest
                                                                                                            in
                                                                                                            the
                                                                                                            ownership
                                                                                                            of
                                                                                                            the
                                                                                                            franchise
                                                                                                            or
                                                                                                            assets
                                                                                                            of
                                                                                                            the
                                                                                                            franchise
                                                                                                            business
                                                                                                            with
                                                                                                            the
                                                                                                            prior
                                                                                                            written
                                                                                                            consent
                                                                                                            of
                                                                                                            the
                                                                                                            Franchisor,
                                                                                                            which
                                                                                                            shall
                                                                                                            not
                                                                                                            be
                                                                                                            unreasonably
                                                                                                            withheld.
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                             
                                                                                                          
                                                                                                          
                                                                                                            15.
                                                                                                            MODIFICATION
                                                                                                            Franchisee
                                                                                                            Please
                                                                                                            Initial
                                                                                                            Here
                                                                                                            __
                                                                                                          
                                                                                                          
                                                                                                            The
                                                                                                            Franchisor
                                                                                                            may
                                                                                                            modify
                                                                                                            the
                                                                                                            franchise
                                                                                                            agreement
                                                                                                            upon
                                                                                                            thirty
                                                                                                            days
                                                                                                            written
                                                                                                            or
                                                                                                            electronic
                                                                                                            notice
                                                                                                            to
                                                                                                            the
                                                                                                            Franchisee.
                                                                                                            Any
                                                                                                            notice
                                                                                                            delivered
                                                                                                            by
                                                                                                            mail
                                                                                                            or
                                                                                                            electronic
                                                                                                            mail
                                                                                                            shall
                                                                                                            be
                                                                                                            deemed
                                                                                                            delivered
                                                                                                            five
                                                                                                            days
                                                                                                            after
                                                                                                            mailing
                                                                                                            or
                                                                                                            electronic
                                                                                                            mailing.
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                             
                                                                                                          
                                                                                                          
                                                                                                            16.
                                                                                                            INDEMNIFICATION
                                                                                                            Franchisee
                                                                                                            Please
                                                                                                            Initial
                                                                                                            Here
                                                                                                            __
                                                                                                          
                                                                                                          
                                                                                                            Franchisor
                                                                                                            will
                                                                                                            not
                                                                                                            be
                                                                                                            be
                                                                                                            liable
                                                                                                            for
                                                                                                            any
                                                                                                            debt
                                                                                                            or
                                                                                                            any
                                                                                                            other
                                                                                                            financial
                                                                                                            obligation
                                                                                                            of
                                                                                                            the
                                                                                                            Franchisee.
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                             
                                                                                                          
                                                                                                          
                                                                                                            INSURANCE
                                                                                                            Franchisee
                                                                                                            Please
                                                                                                            Initial
                                                                                                            Here
                                                                                                            ___
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                            Franchisee
                                                                                                            must
                                                                                                            secure
                                                                                                            and
                                                                                                            maintain
                                                                                                            insurance
                                                                                                            for
                                                                                                            the
                                                                                                            entire
                                                                                                            term
                                                                                                            of
                                                                                                            this
                                                                                                            agreement
                                                                                                            as
                                                                                                            follows:
                                                                                                          
                                                                                                          
                                                                                                            A.
                                                                                                            General
                                                                                                            comprehensive
                                                                                                            auto
                                                                                                            liability
                                                                                                            and
                                                                                                            property
                                                                                                            damage
                                                                                                            coverage
                                                                                                            endorsement
                                                                                                            on
                                                                                                            your
                                                                                                            current
                                                                                                            policy.
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                            The
                                                                                                            insurance
                                                                                                            policy
                                                                                                            must
                                                                                                            contain
                                                                                                            a
                                                                                                            separate
                                                                                                            endorsement
                                                                                                            naming
                                                                                                            Undiscovered
                                                                                                            Properties,
                                                                                                            Inc.
                                                                                                            as
                                                                                                            additional
                                                                                                            insured.
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                            B.
                                                                                                            Comprehensive
                                                                                                            errors
                                                                                                            and
                                                                                                            omissions
                                                                                                            coverage
                                                                                                          (included
                                                                                                            in
                                                                                                            the
                                                                                                            monthly
                                                                                                            service
                                                                                                            fee).
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                            C.
                                                                                                            Franchisee
                                                                                                            must
                                                                                                            furnish
                                                                                                            complete
                                                                                                            copies
                                                                                                            of
                                                                                                            all
                                                                                                            insurance
                                                                                                            policies
                                                                                                            to
                                                                                                            Franchisor.
                                                                                                          
                                                                                                          
                                                                                                            D.
                                                                                                            Franchisee
                                                                                                            must
                                                                                                            indemnify
                                                                                                            Franchisor
                                                                                                            and
                                                                                                            hold
                                                                                                            them
                                                                                                            harmless
                                                                                                            from
                                                                                                            and
                                                                                                            against
                                                                                                            all
                                                                                                            claims
                                                                                                            and
                                                                                                            damages
                                                                                                            to
                                                                                                            persons
                                                                                                            and
                                                                                                            property
                                                                                                            arising
                                                                                                            from
                                                                                                            or
                                                                                                            out
                                                                                                            of
                                                                                                            any
                                                                                                            occurrence
                                                                                                            relating
                                                                                                            in
                                                                                                            any
                                                                                                            manner
                                                                                                            to
                                                                                                            Franchisee's
                                                                                                            business.
                                                                                                            Franchisee
                                                                                                            agrees
                                                                                                            to
                                                                                                            pay
                                                                                                            all
                                                                                                            costs,
                                                                                                            expenses
                                                                                                            and
                                                                                                            attorney
                                                                                                            fee's
                                                                                                            incurred
                                                                                                            by
                                                                                                            Franchisor
                                                                                                            in
                                                                                                            connection
                                                                                                            with
                                                                                                            any
                                                                                                            such
                                                                                                            claim.
                                                                                                          
                                                                                                          
                                                                                    
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                             
                                                                                                          
                                                                                                          
                                                                                                            17.
                                                                                                            NOTICES
                                                                                                            FROM
                                                                                                            FRANCHISOR
                                                                                                            Franchisee
                                                                                                            Please
                                                                                                            Initial
                                                                                                            Here
                                                                                                            __
                                                                                                          
                                                                                                          
                                                                                                            Any
                                                                                                            and
                                                                                                            all
                                                                                                            notices
                                                                                                            shall
                                                                                                            be
                                                                                                            in
                                                                                                            writing
                                                                                                            and
                                                                                                            delivered
                                                                                                            personally,
                                                                                                            by
                                                                                                            mail
                                                                                                            or
                                                                                                            electronic
                                                                                                            mail.
                                                                                                            Any
                                                                                                            notice
                                                                                                            delivered
                                                                                                            by
                                                                                                            mail
                                                                                                            or
                                                                                                            electronic
                                                                                                            mail
                                                                                                            shall
                                                                                                            be
                                                                                                            deemed
                                                                                                            delivered
                                                                                                            five
                                                                                                            days
                                                                                                            after
                                                                                                            mailing
                                                                                                            or
                                                                                                            electronic
                                                                                                            mailing.
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                             
                                                                                                          
                                                                                                          
                                                                                                            18.
                                                                                                            RESOLUTION
                                                                                                            OF
                                                                                                            CONTROVERSIES
                                                                                                            Franchisee
                                                                                                            Please
                                                                                                            Initial
                                                                                                            Here
                                                                                                            __
                                                                                                          
                                                                                                          
                                                                                                            Any
                                                                                                            controversy
                                                                                                            arising
                                                                                                            out
                                                                                                            of
                                                                                                            or
                                                                                                            relating
                                                                                                            to
                                                                                                            this
                                                                                                            agreement,
                                                                                                            or
                                                                                                            any
                                                                                                            duty
                                                                                                            created
                                                                                                            thereby,
                                                                                                            shall
                                                                                                            be
                                                                                                            resolved
                                                                                                            by
                                                                                                            the
                                                                                                            Franchisor.
                                                                                                            Failure
                                                                                                            by
                                                                                                            the
                                                                                                            Franchisee
                                                                                                            to
                                                                                                            comply
                                                                                                            with
                                                                                                            Franchisor
                                                                                                            will
                                                                                                            result
                                                                                                            in
                                                                                                            termination
                                                                                                            of
                                                                                                            the
                                                                                                            franchise
                                                                                                            agreement.
                                                                                                            Franchisee
                                                                                                            will
                                                                                                            receive
                                                                                                            initial
                                                                                                            franchise
                                                                                                            fee
                                                                                                            refund.
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                             
                                                                                                          
                                                                                                          
                                                                                                            19.
                                                                                                            WAIVER
                                                                                                            Franchisee
                                                                                                            Please
                                                                                                            Initial
                                                                                                            Here
                                                                                                            __
                                                                                                          
                                                                                                          
                                                                                                            Failure
                                                                                                            of
                                                                                                            Franchisor
                                                                                                            to
                                                                                                            take
                                                                                                            action
                                                                                                            against
                                                                                                            a
                                                                                                            breach
                                                                                                            or
                                                                                                            default
                                                                                                            under
                                                                                                            this
                                                                                                            agreement
                                                                                                            shall
                                                                                                            not
                                                                                                            be
                                                                                                            construed
                                                                                                            as
                                                                                                            a
                                                                                                            waiver
                                                                                                            of
                                                                                                            the
                                                                                                            right
                                                                                                            to
                                                                                                            take
                                                                                                            action
                                                                                                            against
                                                                                                            such
                                                                                                            or
                                                                                                            similar
                                                                                                            breach
                                                                                                            or
                                                                                                            default.
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                             
                                                                                                          
                                                                                                          
                                                                                                            20.
                                                                                                            CAVEAT
                                                                                                            Franchisee
                                                                                                            Please
                                                                                                            Initial
                                                                                                            Here
                                                                                                            ___
                                                                                                          
                                                                                                          
                                                                                                            The
                                                                                                            success
                                                                                                            of
                                                                                                            the
                                                                                                            franchise
                                                                                                            business
                                                                                                            is
                                                                                                            very
                                                                                                            speculative
                                                                                                            and
                                                                                                            depends
                                                                                                            on
                                                                                                            many
                                                                                                            factors.
                                                                                                            Therefore,
                                                                                                            Franchisor
                                                                                                            does
                                                                                                            not
                                                                                                            make
                                                                                                            any
                                                                                                            representation
                                                                                                            or
                                                                                                            warranty
                                                                                                            as
                                                                                                            to
                                                                                                            the
                                                                                                            success
                                                                                                            of
                                                                                                            the
                                                                                                            Franchisee.
                                                                                                            Franchisor
                                                                                                            advises
                                                                                                            Franchisee
                                                                                                            to
                                                                                                            discuss
                                                                                                            the
                                                                                                            provisions
                                                                                                            of
                                                                                                            the
                                                                                                            franchise
                                                                                                            with
                                                                                                            an
                                                                                                            attorney,
                                                                                                            accountant
                                                                                                            and
                                                                                                            professional
                                                                                                            advisors.
                                                                                                            Franchisee
                                                                                                            acknowledges
                                                                                                            that
                                                                                                            a
                                                                                                            franchise
                                                                                                            disclosure
                                                                                                            document
                                                                                                            has
                                                                                                            been
                                                                                                            provided
                                                                                                            as
                                                                                                            required
                                                                                                            by
                                                                                                            the
                                                                                                            Federal
                                                                                                            Trade
                                                                                                            Commission
                                                                                                            and
                                                                                                            State
                                                                                                            Law.
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                             
                                                                                                          
                                                                                                          
                                                                                                            DATED:
                                                                                                            _____________________
                                                                                                          
                                                                                                          
                                                                                                            FRANCHISEE
                                                                                                            (sign):
                                                                                                            ______________________
                                                                                                          
                                                                                                          
                                                                                                            PRINT
                                                                                                            FIRST
                                                                                                            NAME:
                                                                                                            ______________________
                                                                                                          
                                                                                                          
                                                                                                            PRINT
                                                                                                            LAST
                                                                                                            NAME:
                                                                                                            _______________________
                                                                                                          
                                                                                                          
                                                                                                            SOCIAL
                                                                                                            SECURITY:
                                                                                                            _______________________
                                                                                                          
                                                                                                          
                                                                                                            DATED:
                                                                                                            _____________________
                                                                                                          
                                                                                                          
                                                                                                            
                                                                                                              FRANCHISOR
                                                                                                              (sign):
                                                                                                              ______________________
                                                                                                            
                                                                                                            
                                                                                                              PRINT
                                                                                                              FIRST
                                                                                                              NAME:
                                                                                                              ______________________
                                                                                                            
                                                                                                            
                                                                                                              PRINT
                                                                                                              LAST
                                                                                                              NAME:
                                                                                                              _______________________
                                                                                                            
                                                                                                            
                                                                                                               
                                                                                                            
                                                                                                           
                                                                                                          
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                             
                                                                                                          
                                                                                                          
                                                                                                            ACKNOWLEDGEMENT
                                                                                                            OF
                                                                                                            RECEIPT
                                                                                                            BY
                                                                                                            PROSPECTIVE
                                                                                                            FRANCHISEE
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                             
                                                                                                          
                                                                                                          
                                                                                                            THIS
                                                                                                            DISCLOSURE
                                                                                                            DOCUMENT
                                                                                                            SUMMARIZES
                                                                                                            CERTAIN
                                                                                                            PROVISIONS
                                                                                                            OF
                                                                                                            THE
                                                                                                            FRANCHISE
                                                                                                            AGREEMENT
                                                                                                            AND
                                                                                                            OTHER
                                                                                                            INFORMATION
                                                                                                            IN
                                                                                                            PLAIN
                                                                                                            LANGUAGE.
                                                                                                            READ
                                                                                                            THIS
                                                                                                            DISCLOSURE
                                                                                                            DOCUMENT
                                                                                                            AND
                                                                                                            ALL
                                                                                                            AGREEMENTS
                                                                                                            CAREFULLY.
                                                                                                            WE
                                                                                                            MUST
                                                                                                            PROVIDE
                                                                                                            THIS
                                                                                                            DISCLOSURE
                                                                                                            DOCUMENT
                                                                                                            TO
                                                                                                            YOU
                                                                                                            BY
                                                                                                            THE
                                                                                                            EARLIEST
                                                                                                            OF
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                             
                                                                                                          
                                                                                                          
                                                                                                            1)
                                                                                                            FOURTEEN
                                                                                                            BUSINESS
                                                                                                            DAYS
                                                                                                            BEFORE
                                                                                                            THE
                                                                                                            SIGNING
                                                                                                            OF
                                                                                                            A
                                                                                                            BINDING
                                                                                                            AGREEMENT
                                                                                                            OR
                                                                                                            PAY
                                                                                                            ANY
                                                                                                            FEE.
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                             
                                                                                                          
                                                                                                          
                                                                                                            2)
                                                                                                            YOU
                                                                                                            MUST
                                                                                                            ALSO
                                                                                                            RECEIVE
                                                                                                            A
                                                                                                            FRANCHISE
                                                                                                            AGREEMENT
                                                                                                            CONTAINING
                                                                                                            ALL
                                                                                                            MATERIAL
                                                                                                            TERMS
                                                                                                            AT
                                                                                                            LEAST
                                                                                                            FIVE
                                                                                                            BUSINESS
                                                                                                            DAYS
                                                                                                            BEFORE
                                                                                                            YOU
                                                                                                            SIGN.
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                             
                                                                                                          
                                                                                                          
                                                                                                            THE
                                                                                                            UNDERSIGNED,
                                                                                                            PERSONALLY
                                                                                                            AND/OR
                                                                                                            AS
                                                                                                            AN
                                                                                                            OFFICER
                                                                                                            OR
                                                                                                            PARTNER
                                                                                                            OF
                                                                                                            THE
                                                                                                            PROPOSED
                                                                                                            FRANCHISE,
                                                                                                            DOES
                                                                                                            HEREBY
                                                                                                            ACKNOWLEDGE
                                                                                                            RECEIPT
                                                                                                            OF
                                                                                                            THE
                                                                                                            FRANCHISE
                                                                                                            DISCLOSURE
                                                                                                            DOCUMENT
                                                                                                            FOR
                                                                                                            PROSPECTIVE
                                                                                                            FRANCHISEE'S
                                                                                                            REQUIRED
                                                                                                            BY
                                                                                                            THE
                                                                                                            FEDERAL
                                                                                                            TRADE
                                                                                                            COMMISSION
                                                                                                            AND
                                                                                                            STATE
                                                                                                            LAW.
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                             
                                                                                                          
                                                                                                          
                                                                                                            DATED:
                                                                                                            ________________________________
                                                                                                          
                                                                                                          
                                                                                                            FRANCHISEE
                                                                                                            (sign):___________________
                                                                                                          
                                                                                                          
                                                                                                            PERSONAL
                                                                                                            E-MAIL:____________________
                                                                                                          
                                                                                                          
                                                                                                            FIRST
                                                                                                            NAME:__________________________
                                                                                                          
                                                                                                          
                                                                                                            LAST
                                                                                                            NAME:___________________________
                                                                                                          
                                                                                                          
                                                                                                            HOME
                                                                                                            ADDRESS:______________________
                                                                                                          
                                                                                                          
                                                                                                            CITY:___________________________________
                                                                                                          
                                                                                                          
                                                                                                            STATE:
                                                                                                            ________________________________
                                                                                                          
                                                                                                          
                                                                                                            ZIP
                                                                                                            CODE:______________________________
                                                                                                          
                                                                                                          
                                                                                                            HOME
                                                                                                            PHONE:_________________________
                                                                                                          
                                                                                                          
                                                                                                            CELL
                                                                                                            PHONE:__________________________
                                                                                                          
                                                                                                          
                                                                                                             
                                                                                                          
                                                                                                          
                                                                                                            
                                                                                                              
                                                                                                                
                                                                                                                  
                                                                                                                    
                                                                                                                      
                                                                                                                         
                                                                                                                      
                                                                                                                      
                                                                                                                        NOTICE
                                                                                                                        REGARDING
                                                                                                                        FRANCHISE
                                                                                                                        OFFERS
                                                                                                                        OR
                                                                                                                        SALES
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                         
                                                                                                                      
                                                                                                                      
                                                                                                                        This
                                                                                                                        information
                                                                                                                        is
                                                                                                                        not
                                                                                                                        intended
                                                                                                                        as
                                                                                                                        an
                                                                                                                        offer
                                                                                                                        to
                                                                                                                        sell,
                                                                                                                        or
                                                                                                                        the
                                                                                                                        solicitation
                                                                                                                        of
                                                                                                                        an
                                                                                                                        offer
                                                                                                                        to
                                                                                                                        buy,
                                                                                                                        a
                                                                                                                        franchise.
                                                                                                                        It
                                                                                                                        is
                                                                                                                        for
                                                                                                                        information
                                                                                                                        purposes
                                                                                                                        only.
                                                                                                                        There
                                                                                                                        are
                                                                                                                        approximately
                                                                                                                        200
                                                                                                                        countries
                                                                                                                        and
                                                                                                                        50
                                                                                                                        US
                                                                                                                        states
                                                                                                                        that
                                                                                                                        regulate
                                                                                                                        the
                                                                                                                        offer
                                                                                                                        and
                                                                                                                        sale
                                                                                                                        of
                                                                                                                        this
                                                                                                                        franchise.
                                                                                                                        We
                                                                                                                        will
                                                                                                                        not
                                                                                                                        offer
                                                                                                                        you
                                                                                                                        a
                                                                                                                        franchise
                                                                                                                        unless
                                                                                                                        and
                                                                                                                        until
                                                                                                                        we
                                                                                                                        have
                                                                                                                        complied
                                                                                                                        with
                                                                                                                        any
                                                                                                                        applicable
                                                                                                                        pre-sale
                                                                                                                        registration
                                                                                                                        and/or
                                                                                                                        disclosure
                                                                                                                        requirements
                                                                                                                        in
                                                                                                                        the
                                                                                                                        applicable
                                                                                                                        jurisdiction.
                                                                                                                         
                                                                                                                      
                                                                                                                      
                                                                                                                         
                                                                                                                      
                                                                                                                      
                                                                                                                        
                                                                                                                        Undiscovered
                                                                                                                        Properties
                                                                                                                        is
                                                                                                                        a
                                                                                                                        Registered
                                                                                                                        Franchise
                                                                                                                        Company
                                                                                                                      
                                                                                                                      
                                                                                                                        
                                                                                                                        Florida
                                                                                                                        Department
                                                                                                                        of
                                                                                                                        Consumer
                                                                                                                        Services
                                                                                                                      
                                                                                                                      
                                                                                                                        
                                                                                                                        Advertising
                                                                                                                        Identification
                                                                                                                        Number
                                                                                                                        BF49991
                                                                                                                      
                                                                                                                      
                                                                                                                         
                                                                                                                      
                                                                                                                      
                                                                                                                        
                                                                                                                         Undiscovered
                                                                                                                        Properties
                                                                                                                        is
                                                                                                                        Regulated
                                                                                                                        by
                                                                                                                        the
                                                                                                                        Federal
                                                                                                                        Trade
                                                                                                                        Commission
                                                                                                                      
                                                                                                                      
                                                                                                                        
                                                                                                                        600
                                                                                                                        Pennsylvania
                                                                                                                        Avenue 
                                                                                                                        Washington
                                                                                                                        DC
                                                                                                                        20580
                                                                                                                      
                                                                                                                      
                                                                                                                         
                                                                                                                      
                                                                                                                            
                                                                                                                      
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                      
                                                              
                                                          
                                                      
                            
                        
                  
          
    
                                                                                                                        
                                                                                                                          
                                                                                                                            UNDISCOVERED
                                                                                                                            PROPERTIES,
                                                                                                                            INC.
                                                                                                                          
                                                                                                                            
                                                                                                                      
                                                                                      
                                                              
                                                          
                                                      
                            
                        
                  
          
    
                                                                                                                          
                                                                                                                            LICENSED
                                                                                                                            SCHOOL
                                                                                                                            OF
                                                                                                                            REAL
                                                                                                                            ESTATE
                                                          
                                                                                                                            
                                                                                                                          
                                                                                                                          
                                                                                                                            FLORIDA
                                                                                                                          
                                                                                                                          
                                                                                                                      
                                                                                                                            
                                                                                                                       
                                                                                                                         
                                                                                                                        
                                                                                                                          
                                                                                                                          Copyright
                                                                                                                          ©
                                                                                                                          2017
                                                                                                                          Undiscovered
                                                                                                                          Properties,
                                                                                                                          Inc.
                                                                                                                        
                                                                                                                            
                                                                                                                        
                                                                                                                          All
                                                                                                                          Rights
                                                                                                                          Reserved