What are the consequences if an Anago franchisee violates the restrictions on operating outside their designated territory (Item 12), considering their obligations under the franchise agreement (Item 9)?

e programs, if any, and all travel, meals, lodging costs and compensation for your attendees.

ITEM 12 - TERRITORY

Under your Anago Subfranchise Rights Agreement, you will be licensed and granted the right to operate your Subfranchise in those counties as defined in the Anago Subfranchise Rights Agreement (the "Area") during the term of the Subfranchise Rights Agreement so long as you are not in default of the agreement. The area granted will include a population delineated by the boundaries of a standard, statistical metropolitan area, sufficient to encompass the specified

population (with a minimum population of 500,000), in accordance with the Subfranchise Program purchased. You and we will agree on the defined Area prior to signing the Anago Subfranchise Rights Agreement. However, if you fail to schedule the minimum number of Client Bids that we require then, in addition to our other rights under the Subfranchise Rights Agreement, we may reduce or redefine the Area upon notice to you.

You will not receive an exclusive territory. You may face competition from other franchisees, from outlets that we own, or from other channels of distribution or competitive brands that we control. However, except as described below and provided you are in compliance with your obligations under your Subfranchise Rights Agreement, we will not, during the Term of your Subfranchise Rights Agreement, grant any other person the right to act as our subfranchisor in the Area.

Reservation of Rights

You are not granted any options, rights of first refusal or similar rights to acquire additional development rights or franchises for additional territories, and will not be permitted to relocate your Anago Subfranchise Rights Business.

You receive only those rights that we expressly grant to you in the Subfranchise Rights Agreement. You acquire no rights by inference, innuendo or extrapolation. We expressly reserve, for ourselves and our affiliates, without compensation to you of any sort, (a) the right to engage in any activities, anywhere in the world, unless we expressly agree in the Subfranchise Rights Agreement that we or our affiliates will not engage in them, and (b) all rights not expressly granted to you under the Subfranchise Rights Agreement, including, without limitation, the right to (i) develop and operate, directly or indirectly, other businesses offering products and services, whether similar or not to the products or services offered by the Unit Franchises, under different marks within or outside the Area; (ii) offer and sell products and services that are the same as or substantially similar to those offered by Unit Franchisees under the Proprietary Marks through our website and otherwise via the Internet, through catalogs and direct mail solicitations and other alternative methods of distribution within or outside the Area; (iii) advertise and promote the System and Proprietary Marks wherever we deem appropriate; (iv) operate and grant other persons the right to operate retail businesses identified by the Proprietary Marks that offer and sell janitorial services and products to Clients outside the Area; and (v) bid on and enter into contracts with National Accounts.

Restrictions on Solicitations

You are not permitted to solicit Unit Franchisees or clients outside your Area, including through other channels of distribution such as the Internet, catalogs, telemarketing or other direct marketing. As long as you are in compliance with your obligations under the Subfranchise Rights Agreement, we will not solicit or license another to solicit the development of Anago Unit Franchisees within your Area.

National Accounts

Under your Subfranchise Rights Agreement, you must refer all "National Accounts" to us. You are not permitted to enter into any contracts with National Accounts without first obtaining our written consent. We reserve the right to, either ourselves, or through a designee, enter into contracts

for the performance of Anago services to National Accounts wherever or however the National Account is originated. "National Account" means any client or prospective client that, directly or through its affiliates: (i) owns, manages, operates, controls, or is responsible for ten (10) or more locations in your Area; (ii) owns, manages, operates, controls or is responsible for multiple locations, one or more of which is in your Area and one or more of which is outside of your Area; and (iii) requests that we or our affiliates submit or allow us or our affiliates to submit a response to a request for proposals ("RFP") and we determine that you do not meet the National Account's qualifications to submit an RFP response or enter into the contract. . If we sign a contract with a National Account with locations in your Area and we are not prohibited under our contract with the National Account from doing so, we may provide you the option, on terms and conditions we specify and on a nonexclusive basis, to license Unit Franchisees in the Area to perform services for such locations within your Area.

We may not otherwise modify your Area. Except as described above, you are not otherwise required to achieve or maintain any given level of sales under your Subfranchise Rights Agreement.

We do not have any present intentions to sell similar products and services using either the Proprietary Marks or other trademarks through dissimilar channels of distribution or through a different franchised system. Neither we, nor any of our affiliates, have granted or presently intend to grant, other development rights for franchises selling or leasing similar products or services under a different trade name or trademark, but we have the right to do so.

ITEM 13 TRADEMARKS

We operate under the mark "ANAGO" and various other trademarks. We grant you a license to use these trademarks to solicit and sell franchises licensing third parties the right to use the marks within your Area, and to solicit Client Accounts, under the terms and conditions of your Subfranchise Rights Agreement.

Registrations and Applications

The "Anago" trademark is owned by ACS and has been registered on the Principal Register of the United States Patent and Trademark Office. ACS has licensed us the right to use and sublicense the use of the trademark. ACS has filed all required affidavits.