What rights does Aira Fitness retain regarding the operation, administration, development, and changes to the System?

You acknowledge and agree that we and our affiliates have the right to develop and operate and grant others the right to develop and operate Aira Fitness Businesses outside the Designated Area, regardless of their proximity to the Designated Area or any negative impact they may have on your Aira Fitness Business.

We and our affiliates also have the right to develop and operate and grant others the right to develop and operate exercise facilities and other businesses under a different trademark within and outside the Designated Area which may be similar to or competitive with Aira Fitness Businesses.

We reserve to ourselves all other rights to use the System and Marks anywhere and in any manner including, without limitation, the right to offer, sell or distribute items such as training videos, equipment, athletic gear, etc., associated with the System (now or in the future) or identified by the Marks, or any other trademarks, service marks or trade names, through any distribution channels or methods, without compensation to any franchisee.

You must, at your expense, participate in our AIRA FITNESS web site, any intranet or extranet system we may develop or other online communications as we may require.

Upon opening for business, you shall begin paying our then-current monthly website fee ("Website Fee"), which shall not exceed Four Hundred Dollars ($400.00) per month.

We reserve the right to alter the products and services provided for the Website Fee.

We have the right to determine the content and use of our web site and any intranet or extranet system we may develop and will establish the rules under which franchisees may or must participate.

You may not use the Marks or any part or derivative thereof on the internet, except as we expressly permit in writing and as authorized by our then-current policies.

You must adopt and use as your continuing operational routine the required standards, procedures, methods of operation and management and security systems described in our operations manual or other written directives, including, but not limited to, system newsletters or bulletins that may be sent to all franchisees from time to time (collectively, "Manual"). We will revise the Manual and these standards and systems periodically to meet changing conditions of operation and we willsend outsystem newsletters and bulletins from time to time.

We reserve the right to establish prices for the products and services you sell, both minimum and maximum, subject to applicable law. Unless stated otherwise in writing, any list or schedule of prices we furnish you is a recommendation only and any decision you make to accept or reject the suggestion will not affect the relationship between us.

We reserve the right to negotiate contracts with companies, affinity groups and insurance plans that will require that certain terms and/or discounts be offered to members of that corporation, affinity group or insurance plan by all franchisees at all locations ("National Accounts"). You are required to provide the special terms and/or discounts to these National Accounts.

We or an affiliate may from time to time engage in administrative tasks related to member administration such as administering online enrollment or membership transfer and reciprocity programs. You agree that we may take those actions in accordance with our then-current policies, which may include transferring members to and from your Aira Fitness Business and providing on-line member enrollment. You agree that we may make such corrections as necessary, including that if a member is mistakenly transferred to the wrong Aira Fitness Business, we may issue credits and charges for the membership dues to the affected Aira Fitness Businesses. Any actions we take for member administration are for the benefit of the brand and uniformity in the System and not to exercise control over your business.

We shall have the right to review the operation and administration of the Aira Fitness Business by quality control testing, periodic field reviews and such other tests, reviews and inspections and other reasonable actions deemed desirable by us.

Inspections**.** You acknowledge that to assure your compliance with this Agreement, the mandatory provisions of the Operations Manual, and System, we shall have the unrestricted right to enter the Aira Fitness Business to examine the operations and facilities including, but not limited to, inspecting and observing the rendering of the services and products sold by you in order to ascertain compliance or noncompliance with this Agreement.

We shall have the right to observe, photograph and video tape the business operations of the Aira Fitness Business for such consecutive or intermittent periods as we deem necessary.

Source: Item 23 — **RECEIPTS (FDD pages 59–254)