What assistance does Aerus provide to franchisees (Item 11) and how does this compare to the franchisee's obligations (Item 9)?

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

Pre-Opening Obligations: Before you open your Franchised Business:

• 1. We will provide to you a copy of the Manuals prior to the Opening Date during the initial training. (Franchise Agreement Section 1).
• 1. We will identify any modifications or improvements to the premises of any Approved Location, if any, which you must make at your expense. (Franchise Agreement Section 1).
• 1. Upon receipt of your order, we will provide you an initial inventory of Consigned Products, parts, accessories and supplies in the amounts that you request, when you place and order and pay the requisite Security Deposit. You are responsible for payment of all shipping and handling charges incurred in connection with the shipment. (Franchise Agreement Section 10).
• 1. We, or one of our affiliates, will sell to you certain assets (if you are purchasing an existing Aerus Business) to be used in connection with the Franchised Business. (Franchise Agreement Section 1).
• 1. We, or one of our affiliates, will sublease the premises or assign the Premises Lease of an Approved Location to you (if you are purchasing an existing Aerus Business). (Franchise Agreement Section 1).

Continuing Obligations: During the operation of your Franchised Business:

• 1. We and our designated suppliers will replenish your initial inventory of Consigned Products and other Products, parts, accessories and supplies according to the terms and conditions contained in the Manuals or otherwise in writing, so long as you are compliant with the Franchise Agreement and pay the requisite Security Deposits. You must promptly pay all shipping and handling charges incurred in connection with such replenishment. (Franchise Agreement, Section 10).
• 1. We will provide you with revisions and modifications to the Manuals. (Franchise Agreement Section 1).

Except as described in this Disclosure Document and in the Franchise Agreement and the Manuals, we do not conduct for your benefit or require you to participate in any group advertising program.

You must use your best efforts to develop a sales organization to sell and increase sales of, and legitimately and ethically advertise, market, promote, distribute and sell Products to Approved Customers who reside within the Area of Responsibility by means of in-the-home and in-person demonstrations or otherwise in accordance with the Manuals. Such efforts must always be conducted based upon the terms and conditions of the Franchise Agreement, must comply with the Manuals, including the Policies and Procedures, and must promote and demonstrate our standards of high quality and reputation.

You must provide prompt and workmanlike care and service, including service under any Franchisor Consumer Warranty, to all Approved Customers who have purchased Products directly from you or indirectly through your sales representatives (or under the Standard Program, your Outlet Licensees), and to all other owners of the Products residing within the Area of Responsibility or who may appear personally (or otherwise contact the Franchised Business) at the Approved Location, and to all owners of products (other than the Products) which may be designated from time to time by us, whether or not such products to be serviced were purchased from or through you. Under the Associate Program, in some instances, this obligation may be discharged through a contractual arrangement with an existing Aerus Business.

You are required to fulfill or cause to be fulfilled any and all promises and commitments made to Approved Customers by you, and any of your sales representatives, employees, agents, and under the Standard Program, your Outlet Licensees.

You must receive and investigate all complaints from consumer end-users of the Products sold by or through you or who otherwise appear personally at an Approved Location (or otherwise contact the Franchised Business) for assistance and make good faith efforts to resolve all such complaints in a fair and equitable manner to the consumer end-users' satisfaction.

• H.

Provide prompt and workmanlike care and service, including service under any warranty offered by Company, to all Approved Customers who have purchased Products from Franchisee or through Franchisee's Sales Representatives or Outlet Licensees, to all other owners of Products residing within the Area of Responsibility or who may appear personally (or otherwise contact the Franchised Business) at the Approved Location, and to all owners of products (other than the Products) which may be designated from time to time by Company, whether or not the Products to be serviced were purchased from or through Franchisee, and in order to fully discharge and perform this obligation, Franchisee shall establish and maintain a service and repair center (in accordance with the Manuals) at the Approved Location, provided that, in limited circumstances, with the Company's prior approval, Franchisee may satisfy this obligation by entering into a contractual arrangement (approved by Company in all respects) with an existing owner of an Aerus Business to discharge and perform all the Franchisee's repair, maintenance, service and warranty obligations.

• I.

Fulfill or cause to be fulfilled any and all promises and commitments made to Approved Customers by Franchisee, and any of its Outlet Licensees, Sales Representatives, employees or agents.

• J.

Develop in the Area of Responsibility an organization of qualified Sales Representatives operating from or through the Approved Location who will and do follow the Policies and Procedures and guidelines of the Manuals and comply with the terms and conditions of this Agreement.

• K.

Recruit and train Sales Representatives to properly and effectively demonstrate, use, care for, install and sell the Products and to understand and follow the Policies and Procedures and other guidelines set forth in the Manuals.

• L.

Actively and diligently use the Customer Data and any information, data or relationship management software provided by Company to service and support existing customers, develop leads to potential customers and potential sales representative recruits and to promptly and accurately record information about all past and future sales, leads and customers in the Customer Data.

• M.

Fully comply with all of the provisions of the Manuals, including the Policies and Procedures, with all bulletins and other communications issued by Company from time to time and with all applicable federal, state and local laws, ordinances and regulations.

You will be responsible for all maintenance and insurance of the hardware and equipment, and will also be responsible for all third party software purchases and licensing fees. We will maintain and provide to you software updates and revisions for any proprietary software which we provide. You must maintain at all times hardware and software that complies with our specifications detailed in the Manuals in order to properly run our proprietary software programs. Our proprietary accounting software (FOAS) is, in effect, the cash register for the business. As updates of our proprietary software are available, they will be made available to you to upgrade on your computer systems. The cost of such upgrade is included in the Administration and Technical Support Fee (see the Franchise Agreement, Schedule 3). We reserve the right to reasonably require

your computer hardware and software be maintained and upgraded as necessary at your expense. No contractual limitations exist in frequency or cost of the maintenance and/or upgrades to this equipment.

We estimate the cost of purchasing the required computer system, hardware and software will range from $1,200 to $2,200. In addition, you will need to pay the Administration and Technical Support Fee as described in Item 6 of this Disclosure Document.

• H.

Notwithstanding the foregoing and without limiting the generality of the provisions contained in this Section, Franchisee acknowledges that Company and its Affiliates and existing franchisees, distributors and licensees operate existing businesses and systems, and may in the future establish and operate new businesses and systems, including Aerus Businesses, under the same and other assumed names, trade names and trademarks as the Marks, which businesses and systems may offer or sell products and services similar or identical to the Products, and may do so (or grant licenses or franchises for third-parties to do so) within any part of the Area of Responsibility (except as limited by the rights granted hereunder).

The right granted under this Agreement is only for the operation of the Franchised Business in accordance with this Agreement.

Franchisee is granted no rights of any kind in and to any other business or system that may now or hereafter be owned, operated or licensed by Company or any of its Affiliates.

Company and Company's Affiliates retain all rights not expressly granted herein.

Company reserves the right to provide new products and services under the System, and to require or permit new products and services to be provided, marketed, promoted, distributed or sold hereunder by Franchisee through the Franchised Business, and may, in connection therewith, without limitation (1) require Franchisee to execute an additional or supplemental agreement and (2) require the payment of a royalty.